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SOUTHWESTERN PUBLIC SERVICE COMPANY  


 and  


 THE CHASE MANHATTAN BANK,

as Trustee  


 SECOND SUPPLEMENTAL INDENTURE  


 Dated as of October 1, 2001  


 Supplementing the Indenture  


 Dated as of February 1, 1999  







    THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 2001 is between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter called the "Issuer" or the
"Company"), having its principal office at Tyler at Sixth Street, Amarillo, Texas 79101, and THE CHASE MANHATTAN BANK, as Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office
at 450 West 33rd Street, New York, New York 10001. 


Recitals of the Issuer  


    The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, and a First Supplemental Indenture, dated as of
March 1, 1999 (such Indenture, as supplemented by the First Supplemental Indenture and this supplemental indenture, being hereinafter referred to as the "Indenture"), relating to the issuance
at any time or from time to time of its Securities on terms to be specified at the time of issuance. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires)
have the respective meanings given to them in the Indenture. 


    The
Indenture provides in Article Two thereof that, prior to the issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be
established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Bond Resolution) or established in one or more indentures
supplemental thereto. 


    The
Issuer desires by this supplemental indenture, among other things, to establish the form of the Securities of a series, to be titled Series B Senior Notes, 5.125% due 2006
of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The Issuer has duly authorized the execution and delivery of this
supplemental indenture. 


    Article
Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time amend the
Indenture without the consent of Securityholders for certain purposes enumerated in Section 10.01 thereof, including purposes set forth in subsection (4) of said Section 10.01. 


    The
execution and delivery of this supplemental indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done
to make this supplemental indenture a valid agreement of the Issuer, in accordance with its terms. 


    NOW,
THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 


    For
and in consideration of the premises, it is mutually covenanted and agreed, as follows: 


ARTICLE I.

ESTABLISHMENT OF SERIES B NOTES, 5.125% DUE 2006  


    Section 1.01. The title of the series of the Securities established by this supplemental indenture shall be Series B Senior Notes, 5.125% due
2006 of the Issuer (hereinafter called the "Series B Notes"). The Series B Notes shall be issued in registered form substantially in the form set forth in Exhibit A hereto (which
is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee. 


    Section 1.02.
The Series B Notes shall be limited to $500,000,000 in aggregate principal amount. 


    Section 1.03.
The Series B Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the
Depository for such Global Security or Global Securities. The Depository for such Global Security or Global Securities representing Series B Notes may surrender one or more Global Securities
representing Series B Notes in exchange in whole or in part for individual Series B Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the
terms of Section 2.12 of the Indenture. 


    Section 1.04.
The Issuer hereby appoints, or confirms the appointment of, The Chase Manhattan Bank as the initial Trustee, Transfer Agent and Paying Agent, subject to the
provisions of the Indenture 





 


with respect to resignation, removal and succession, and subject, further, to the right of the Issuer to appoint additional agents (including Paying Agents). 



    Section 1.05.
The terms of the Series B Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the
Series B Notes as actually executed, authenticated and delivered under the Indenture. 


ARTICLE II.

MISCELLANEOUS  


    Section 2.01. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this supplemental indenture. The Indenture, as supplemented by this supplemental indenture, is in all
respects hereby adopted, ratified and confirmed. 


    Section 2.02.
This supplemental indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument. 


    Section 2.03.
If any provision of this supplemental indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control. 


    Section 2.04.
The Article headings herein are for convenience only and shall not affect the interpretation hereof. 



    IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested as
of the 1st day of October, 2001. 



	

 	

SOUTHWESTERN PUBLIC SERVICE COMPANY
	

 	

By:	

/s/ PAUL E. PENDER   
 Name: Paul E. Pender

Title: Vice President and Treasurer
	

 	

[Seal]
	

 	

Attest:	

/s/ CATHY J. HART   
 Name: Cathy J. Hart

Title: Vice President and Secretary
	

 	

THE CHASE MANHATTAN BANK
	

 	

By:	

/s/ W.B. DODGE   
 Authorized Signatory

Name: W.B. Dodge

Title: Vice President
	

 	

[Seal]
	

 	

Attest:	

/s/ MICHAEL KEARNEY   
 Name: Michael Kearney

Title: Trust Officer




2






  



 
 

EXHIBIT A    
  



	CUSIP: No. 845743 BG 7	$            



    THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


SOUTHWESTERN
PUBLIC SERVICE COMPANY

Series B Senior Notes, 5.125% due 2006 


    Southwestern
Public Service Company promises to pay to            or registered assigns the principal sum of            Dollars on
November 1, 2006. 



	 	 	 	 	 
	 	 	Interest Payment Dates:	 	May 1 and November 1
	 	 	Record Dates:	 	April 15 and October 15




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SOUTHWESTERN PUBLIC SERVICE COMPANY
  
    Series B Senior Notes, 5.125% due 2006    




    1.  Interest.


    Southwestern
Public Service Company ("Company"), a corporation organized and existing under the laws of the State of New Mexico, promises to pay interest on the principal amount of
this Note at the rate per annum shown above. The Company will pay interest on May 1 to the holder of record on April 15 and on November 1 to the holder of record on
October 15 of each year commencing May 1, 2002. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
October 26, 2001. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


    2.  Method of Payment.


    The
Company will pay interest on this Note to the person who is the registered holder of the Note at the close of business on the record date for the next interest payment date,
except as otherwise provided in the Indenture. This Note must be surrendered to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to the
Holder's registered address. 



    3.  Bond Agents.


    Initially,
The Chase Manhattan Bank, 450 West 33rd Street, New York, New York 10001 Attention: Institutional Trust Services, will act as Paying Agent and Transfer Agent. The Company
may change any Paying Agent or Transfer Agent without notice or provide for more than one such agent. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the
Company may change the Trustee. 


    4.  Indenture.


    This
Note is one of a series of securities issued under an Indenture dated as of February 1, 1999, as supplemented ("Indenture") between the Company and The Chase Manhattan
Bank ("Trustee"). The terms of this Note include those stated in the Indenture including in the supplemental indenture dated as of October 1, 2001 creating the Notes of this series and those
made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the supplemental indenture and the Act
for a statement of such terms. 


    5.  Redemption.


    The
Notes of this series are subject to redemption upon not less than 30 days' notice by first class mail, in whole at any time or in part from time to time at the option of
the Company at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes of this series to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 25 basis points, plus in each case accrued and unpaid interest to the redemption date. 


    "Treasury
Yield" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue"
means the United States Treasury security selected by an Independent Investment Banker as having a maturity 


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comparable to the remaining term of the Notes of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Notes of this series. 


    "Comparable
Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such redemption date, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations. 


    "Independent
Investment Banker" means Lehman Brothers Inc. or its successor ("Lehman Brothers") or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
one of the remaining Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means (i) each of Lehman Brothers and any other primary
U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated with, Lehman Brothers and their respective successors provided, however, that if
Lehman Brothers or any of its designees shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury
Dealer selected by the Company. 


    "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date. 


    In
the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. 



    6.  Notice of Redemption.


    Notice
of redemption will be mailed at least 30 days before the redemption date to the Holder hereof to be redeemed at such Holder's registered address. 


    A
notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice ("Conditional Redemption")
and such notice of
Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company. 


    7.  Denominations, Transfer, Exchange.


    The
Notes of this series are in registered form without coupons in denominations of $1000 and whole multiples of $1000. The transfer of this Note may be registered and this Note may
be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of this Note or portion thereof selected for redemption. Also, it need not exchange or register the
transfer of this Note for a period of 15 days before a selection of Securities to be redeemed. 



    8.  Persons Deemed Owners.


    The
registered holder of this Note may be treated as its owner for all purposes. 


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    9.  Amendments and Waivers.


    Subject
to certain exceptions, the Indenture or the Notes of this series may be amended with the consent of the holders of a majority in principal amount of the securities of all
series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. 


    Without
the consent of any Securityholder, the Indenture or the Notes of this series may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 


    10.  Restrictive Covenants.


    The
Notes of this series are unsecured general obligations of the Company limited to $500,000,000 principal amount. The Indenture does not limit other unsecured debt. 


    11.  Successors.


    When
a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 


    12.  Defeasance Prior to Redemption or Maturity.


    Subject
to certain conditions as set forth in Article 8 of the Indenture, the Company at any time may terminate some or all of its obligations under this Note and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on this Note to redemption or maturity. U.S. Government Obligations are
securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 


    13.  Defaults and Remedies.


    An
Event of Default includes: default for 60 days in payment of interest on the Notes of this series; default in payment of principal on the Notes of this series; default for
60 days in payment or satisfaction of any sinking fund obligation with respect to this series; default by the Company for 90 days after notice to it in the performance of any of its
other agreements applicable to the Notes of this series; certain events of bankruptcy or insolvency; and any other Event of Default provided for in this series. If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of the Notes of this series may declare the principal of all the Notes of this Series to be due and payable immediately. 


    Securityholders
may not enforce the Indenture or the Notes of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces
the Indenture or the Notes of this series. Subject to certain limitations, holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their
interests. The Company must furnish annual compliance certificates to the Trustee. 


    14.  Trustee Dealings with Company.


    The
Chase Manhattan Bank, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 


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    15.  No Recourse Against Others.


    A
director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. The Holder hereof by accepting this Note waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note. 


    16.  Authentication.


    This
Note shall not be valid until authenticated by a manual signature of the Trustee. 


    17.  Abbreviations.


    Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants
with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act). 



    The
Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the supplemental indenture, which contains the text of this
Note in larger type. Requests may be made to: Southwestern Public Service Company, Tyler at Sixth Street, Amarillo, Texas 79101, Attention: Corporate Secretary. 


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Dated: October 26, 2001    




	

THE CHASE MANHATTAN BANK	
 	

SOUTHWESTERN PUBLIC SERVICE
	Transfer Agent and Paying Agent	 	COMPANY
	

 	
 	

By:	
 	

 
	 	 	
 Name: Paul E. Pender

Title: Vice President and Treasurer
	

 	
 	

Attest:
	

 	
 	

By:	
 	

 
	 	 	
 Name: Cathy J. Hart

Title: Vice President and Secretary
	

 	
 	

(Seal)





Authenticated:




	THE CHASE MANHATTAN BANK
	

By:
	
 Authorized Signature

Name:

Title:




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ASSIGNMENT FORM    
  


To
assign this Note, fill in the form below: 



	

 	
 	

I or we assign and transfer this Note to:	
 	

 
	

 	
 	

	
 	

 
	

 	
 	

	
 	

 
	

 	
 	

(Insert assignee's Soc. Sec. or tax I.D. no.)	
 	

 





	

	
 	

 
	

	
 	

 
	

	
 	

 
	

(Print or type assignee's name, address and zip code)	
 	

 





and irrevocably appoint            agent to transfer this Note on the books of the Company. That agent may substitute another to act for him. 



	

Date:	

	
 	

Your Signature:	






    (Sign exactly as your name appears on the other side of This Note) 


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EXHIBIT A

SOUTHWESTERN PUBLIC SERVICE COMPANY Series B Senior Notes, 5.125% due 2006


Dated: October 26, 2001



ASSIGNMENT FORM