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                                                                   EXHIBIT 4.108

                       SOUTHWESTERN PUBLIC SERVICE COMPANY

                       Series C Senior Notes, 6% due 2033

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                 October 6, 2003

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10019

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York  10010

As Representatives of the Initial Purchasers

Ladies and Gentlemen:

         Southwestern Public Service Company, a corporation organized under the
laws of the State of New Mexico (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers") the Company's Series C Senior
Notes, 6% due 2033 (the "Securities"), upon the terms set forth in a purchase
agreement dated as of October 1, 2003 (the "Purchase Agreement"), relating to
the initial placement of the Securities (the "Initial Placement"). To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition of your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

         1.       Definitions. Each of the capitalized terms used herein without
definition shall have the meaning set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized defined terms shall have the
following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

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                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Consummation Deadline" shall have the meaning set forth in
Section 2(a) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 210-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange any
Securities that it acquired for its own account as a result of market-making
activities or other trading activities (but not directly from the Company or any
Affiliate of the Company) for New Securities.

                  "Filing Deadline" shall have the meaning set forth in the
Section 2(a) hereof.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture, dated as of February 1,
1999 (the "Original Indenture") between the Company and JPMorgan Chase Bank,
successor in interest to The Chase Manhattan Bank, as trustee (the "Trustee"),
as heretofore supplemented including the supplemental indenture creating the
Notes, as the same may be further amended and supplemented from time to time in
accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

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                  "Liquidated Damages" has the meaning set forth in Section 8(a)
hereof.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering of the Securities offered pursuant to a Shelf Registration Statement.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Default" has the meaning set forth in Section
8(a) hereof.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the

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Securities or New Securities, as applicable, on an appropriate form under Rule
415 under the Act, or any similar rule that may be adopted by the Commission,
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

         2.       Registered Exchange Offer.

                  (a)      The Company shall prepare and, not later than 120
days following the date of the original issuance of the Securities (or if such
120th day is not a Business Day, the next succeeding Business Day, such day
being a "Filing Deadline"), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company shall cause the Exchange Offer Registration Statement to become
effective under the Act within 180 days of the date of the original issuance of
the Securities (or if such 180th day is not a Business Day, the next succeeding
Business Day, such day being an "Effectiveness Deadline"). To the extent not
prohibited by any applicable law or applicable interpretation of the Staff of
the Commission, the Company shall use its best efforts to consummate the
Registered Exchange Offer within 210 days of the date of the original issuance
of the Securities (or if such 210th day is not a Business Day, the next
succeeding Business Day, such day being the "Consummation Deadline").

                  (b)      Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Company, acquires the New Securities
in the ordinary course of such Holder's business, has no arrangements or
understandings with any Person to participate in the distribution of the New
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New Securities
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

                  (c)      In connection with the Registered Exchange Offer, the
Company shall:

                  (i)      mail to each Holder a copy of the Prospectus forming
                  part of the Exchange Offer Registration Statement, together
                  with an appropriate letter of transmittal and related
                  documents;

                  (ii)     keep the Registered Exchange Offer open for not less
                  than 20 Business Days and not more than 30 Business Days after
                  the date notice thereof is mailed to the Holders (or, in each
                  case, longer if required by applicable law);

                  (iii)    use its best efforts to keep the Exchange Offer
                  Registration Statement continuously effective under the Act,
                  supplemented and amended as required, under the Act to ensure
                  that it is available for sales of New Securities by Exchanging
                  Dealers during the Exchange Offer Registration Period;

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                  (iv)     utilize the services of a depositary for the
                  Registered Exchange Offer with an address in the Borough of
                  Manhattan, The City of New York, which may be the Trustee or
                  an Affiliate of the Trustee;

                  (v)      permit Holders to withdraw tendered Securities at any
                  time prior to the close of business, New York time, on the
                  last Business Day on which the Registered Exchange Offer is
                  open;

                  (vi)     prior to effectiveness of the Exchange Offer
                  Registration Statement, provide a supplemental letter to the
                  Commission (A) stating that the Company is conducting the
                  Registered Exchange Offer in reliance on the position of the
                  Commission in Exxon Capital Holdings Corporation (pub. avail.
                  May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail.
                  June 5, 1991); and (B) including a representation that the
                  Company has not entered into any arrangement or understanding
                  with any Person to distribute the New Securities to be
                  received in the Registered Exchange Offer and that, to the
                  best of the Company's information and belief, each Holder
                  participating in the Registered Exchange Offer is acquiring
                  the New Securities in the ordinary course of business and has
                  no arrangement or understanding with any Person to participate
                  in the distribution of the New Securities; and

                  (vii)    comply in all respects with all applicable laws.

                  (d)      As soon as practicable after the close of the
Registered Exchange Offer, the Company shall:

                  (i)      accept for exchange all Securities tendered and not
                  validly withdrawn pursuant to the Registered Exchange Offer in
                  accordance with the terms of the Exchange Offer Registration
                  Statement;

                  (ii)     deliver to the Trustee for cancellation in accordance
                  with Section 4(s) all Securities so accepted for exchange; and

                  (iii)    cause the Trustee promptly to authenticate and
                  deliver to each Holder of Securities a principal amount of New
                  Securities equal to the principal amount of the Securities of
                  such Holder so accepted for exchange.

                  (e)      Each Holder, by its purchase and acceptance of the
Securities held by it, shall be deemed to have acknowledged and agreed that any
Broker-Dealer and any Holder using the Registered Exchange Offer to participate
in a distribution of the New Securities (x) could not under Commission policy as
in effect on the date of this Agreement rely on the position of the staff of the
Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the
staff's letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction and
that such a secondary resale transaction must be covered by an effective
registration statement containing the selling security holder information
required by

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Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales
are of New Securities obtained by such Holder in exchange for Securities
acquired by such Holder directly from the Company or one of its Affiliates.
Accordingly, each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that, at the time of the consummation of
the Registered Exchange Offer:

                  (i)      any New Securities received by such Holder will be
                  acquired in the ordinary course of business;

                  (ii)     such Holder will have no arrangement or understanding
                  with any Person to participate in the distribution of the
                  Securities or the New Securities within the meaning of the
                  Act; and

                  (iii)    such Holder is not an Affiliate of the Company.

                  (f)      If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall use its best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

         3.       Shelf Registration.

                  (a)      If:

                  (i)      due to any change in law or applicable
                  interpretations thereof by the staff of the Commission, the
                  Company determines upon advice of its outside counsel that it
                  is not permitted to effect the Registered Exchange Offer as
                  contemplated by Section 2 hereof;

                  (ii)     for any other reason the Registered Exchange Offer is
                  not consummated within 210 days of the date hereof;

                  (iii)    any Initial Purchaser so requests with respect to
                  Securities that are not eligible to be exchanged for New
                  Securities in the Registered Exchange Offer and that are held
                  by it following consummation of the Registered Exchange Offer;

                  (iv)     any Holder (other than an Initial Purchaser) is not
                  eligible to participate in the Registered Exchange Offer; or

                  (v)      in the case of any Initial Purchaser that
                  participates in the Registered Exchange Offer or acquires New
                  Securities pursuant to Section 2(f) hereof, such Initial
                  Purchaser does not receive freely tradeable New Securities in
                  exchange for Securities constituting any portion of an unsold
                  allotment (it being understood

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                  that (x) the requirement that an Initial Purchaser deliver a
                  Prospectus containing the information required by Item 507 or
                  508 of Regulation S-K under the Act in connection with sales
                  of New Securities acquired in exchange for such Securities
                  shall result in such New Securities being not "freely
                  tradeable"; and (y) the requirement that an Exchanging Dealer
                  deliver a Prospectus in connection with sales of New
                  Securities acquired in the Registered Exchange Offer in
                  exchange for Securities acquired as a result of market-making
                  activities or other trading activities shall not result in
                  such New Securities being not "freely tradeable"),

the Company shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

                  (b)      (i)  To the extent not prohibited by any applicable
law or applicable interpretation of the Staff of the Commission, the Company
shall as promptly as practicable (but in no event more than 90 days after so
required or requested pursuant to this Section 3, such day being a "Filing
Deadline"), file with the Commission and thereafter shall use its best efforts
to cause to be declared effective under the Act within 180 days after so
requested or required pursuant to this Section 3 (such day being an
"Effectiveness Deadline") a Shelf Registration Statement relating to the offer
and sale of the Securities or the New Securities, as applicable, by the Holders
thereof from time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement; provided,
however, that no Holder (other than an Initial Purchaser) shall be entitled to
have the Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all of the provisions of
this Agreement applicable to such Holder; and provided further, that with
respect to New Securities received by an Initial Purchaser in exchange for
Securities constituting any portion of an unsold allotment, the Company may, if
permitted by current interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

                  (ii)     The Company shall use its best efforts to keep the
                  Shelf Registration Statement continuously effective,
                  supplemented and amended as required by the Act, in order to
                  permit the Prospectus forming part thereof to be usable by
                  Holders for a period of two years (or such shorter period as
                  may hereafter be provided in Rule 144(k) under the Securities
                  Act) from the date of the original issuance of the Securities
                  or such shorter period that will terminate when all the
                  Securities or New Securities, as applicable, covered by the
                  Shelf Registration Statement have been sold pursuant to the
                  Shelf Registration Statement (in any such case, such period
                  being called the "Shelf Registration Period"). The Company
                  shall be deemed not to have used its best efforts to keep the
                  Shelf Registration Statement effective during the requisite
                  period if it voluntarily takes any action that would result in
                  Holders of Securities covered thereby not being able to offer
                  and sell such Securities during that period, unless (A) such
                  action is required by applicable law, or (B) such action is
                  taken by the Company in good

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                  faith and for valid business reasons (not including avoidance
                  of the Company's obligations hereunder), including the
                  acquisition or divestiture of assets, so long as the Company
                  promptly thereafter complies with the requirements of Section
                  4(k) hereof, if applicable.

                  (iii)    The Company shall cause the Shelf Registration
                  Statement and the related Prospectus and any amendment or
                  supplement thereto, as of the effective date of the Shelf
                  Registration Statement or such amendment or supplement, (A) to
                  comply in all material respects with the applicable
                  requirements of the Act and the rules and regulations of the
                  Commission; and (B) not to contain any untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading.

         4.       Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

                  (a)      The Company shall:

                  (i)      furnish to you, not less than five Business Days
                  prior to the filing thereof with the Commission, a copy of any
                  Exchange Offer Registration Statement and any Shelf
                  Registration Statement, and each amendment thereof and each
                  amendment or supplement, if any, to the Prospectus included
                  therein and shall use its best efforts to reflect in each such
                  document, when so filed with the Commission, such comments as
                  you reasonably propose;

                  (ii)     include the information set forth in Annex A hereto
                  on the facing page of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                  (iii)    if requested by an Initial Purchaser, include the
                  information required by Item 507 or 508 of Regulation S-K, as
                  applicable, in the Prospectus contained in the Exchange Offer
                  Registration Statement; and

                  (iv)     in the case of a Shelf Registration Statement,
                  include the names of the Holders that propose to sell
                  Securities pursuant to the Shelf Registration Statement as
                  selling security holders.

                  (b)      The Company shall ensure that:

                  (i)      any Registration Statement and any amendment thereto
                  and any Prospectus forming part thereof and any amendment or
                  supplement thereto

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                  complies in all material respects with the Act and the rules
                  and regulations thereunder; and

                  (ii)     any Registration Statement and any amendment thereto
                  does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c)      The Company shall advise you, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to
the Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):

                  (i)      when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                  (ii)     of any request by the Commission for any amendment or
                  supplement to the Registration Statement or the Prospectus
                  included therein or for additional information;

                  (iii)    of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Registration Statement or
                  the initiation of any proceedings for that purpose;

                  (iv)     of the receipt by the Company or its legal counsel of
                  any notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the initiation of any proceeding for such
                  purpose; and

                  (v)      of the happening of any event that requires any
                  change in the Registration Statement or the Prospectus
                  included therein so that, as of such date, the Registration
                  Statement or the Prospectus do not contain an untrue statement
                  of a material fact nor omit to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein (in the case of the Prospectus, in the light of the
                  circumstances under which they were made) not misleading.

                  (d)      The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

                  (e)      The Company shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all periodic reports incorporated

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therein by reference, and, if the Holder so requests in writing, all exhibits
thereto (including exhibits incorporated by reference therein).

                  (f)      The Company shall, during the Shelf Registration
Period, deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

                  (g)      The Company shall furnish to each Exchanging Dealer
which so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
periodic reports incorporated by reference therein, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (h)      The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i)      Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

                  (j)      The Company shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

                  (k)      Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare and
file a post-effective amendment to

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the applicable Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to the Holders or purchasers of Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) to and including the
date when the Initial Purchasers, the Holders of the Securities and any known
Exchanging Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.

                  (l)      Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m)      The Company will comply with all applicable rules and
regulations of the Commission and make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act; provided that, in no event shall such earnings
statement be delivered later than 45 days after the end of a 12-month period (or
90 days if such period is a fiscal year) beginning with the first month of the
Company's first fiscal quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-month period.

                  (n)      The Company shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.

                  (o)      The Company may require each Holder of Securities to
be sold pursuant to any Shelf Registration Statement to furnish to the Company
such information regarding the Holder and the distribution of such Securities as
the Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p)      In the case of any Shelf Registration Statement, the
Company shall enter into such customary agreements (including if requested an
underwriting agreement in customary form) and take all other appropriate actions
in order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 6 (or such other provisions and
procedures acceptable to the Majority Holders and the Managing Underwriters, if
any, with respect to all parties to be indemnified pursuant to Section 6).

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                  (q)      In the case of any Shelf Registration Statement, the
Company shall, if requested by (A) any Initial Purchaser in the case where such
Initial Purchaser holds Securities acquired in the Initial Placement or (B)
Holders of at least 25% in aggregate principal amount of the Securities:

                  (i)      make reasonably available for inspection by the
                  Holders of Securities to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Registration Statement, and any attorney, accountant or other
                  agent retained by the Holders or any such underwriter all
                  relevant financial and other records, pertinent corporate
                  documents and properties of the Company and its subsidiaries;

                  (ii)     cause the Company's officers, directors and employees
                  to supply all relevant information reasonably requested by the
                  Holders or any such underwriter, attorney, accountant or agent
                  in connection with any such Registration Statement as is
                  customary for similar due diligence examinations; provided,
                  however, that any information that is designated in writing by
                  the Company, in good faith, as confidential at the time of
                  delivery of such information shall be kept confidential by the
                  Holders or any such underwriter, attorney, accountant or
                  agent, unless such disclosure is made in connection with a
                  court proceeding or required by law, or such information
                  becomes available to the public generally or through a third
                  party without an accompanying obligation of confidentiality;

                  (iii)    make such representations and warranties to the
                  Holders of Securities registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in underwritten
                  offerings and covering matters including, but not limited to,
                  those set forth in the Purchase Agreement;

                  (iv)     obtain opinions of counsel to the Company and updates
                  thereof (which counsel and opinions (in form, scope and
                  substance) shall be reasonably satisfactory to the Managing
                  Underwriters, if any) addressed to each selling Holder and the
                  underwriters, if any, covering such matters as are customarily
                  covered in opinions requested in underwritten offerings and
                  such other matters as may be reasonably requested by such
                  Holders and underwriters;

                  (v)      obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to each
                  selling Holder of Securities registered thereunder and the
                  underwriters, if any, in customary form and covering matters
                  of the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings; and

                                     - 12 -

<PAGE>

                  (vi)     deliver such documents and certificates as may be
                  reasonably requested by the Majority Holders and the Managing
                  Underwriters, if any, including those to evidence compliance
                  with Section 4(k) and with any customary conditions contained
                  in the underwriting agreement or other agreement entered into
                  by the Company.

                  The actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

                  (r)      In the case of any Exchange Offer Registration
Statement, the Company shall:

                  (i)      make reasonably available for inspection by each
                  Initial Purchaser, and any attorney, accountant or other agent
                  retained by such Initial Purchaser, all relevant financial and
                  other records, pertinent corporate documents and properties of
                  the Company and its subsidiaries;

                  (ii)     cause the Company's officers, directors and employees
                  to supply all relevant information reasonably requested by any
                  Initial Purchaser or any such attorney, accountant or agent in
                  connection with any such Registration Statement as is
                  customary for similar due diligence examinations; provided,
                  however, that any information that is designated in writing by
                  the Company, in good faith, as confidential at the time of
                  delivery of such information shall be kept confidential by
                  such Initial Purchaser or any such attorney, accountant or
                  agent, unless such disclosure is made in connection with a
                  court proceeding or required by law, or such information
                  becomes available to the public generally or through a third
                  party without an accompanying obligation of confidentiality;

                  (iii)    make such representations and warranties to each
                  Initial Purchaser, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                  (iv)     obtain opinions of counsel to the Company and updates
                  thereof (which counsel and opinions (in form, scope and
                  substance) shall be reasonably satisfactory to such Initial
                  Purchaser and its counsel, addressed to such Initial
                  Purchaser, covering such matters as are customarily covered in
                  opinions requested in underwritten offerings and such other
                  matters as may be reasonably requested by such Initial
                  Purchaser or its counsel;

                  (v)      obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and

                                     - 13 -

<PAGE>

                  financial data are, or are required to be, included in the
                  Registration Statement), addressed to such Initial Purchaser,
                  in customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings, or if requested by such Initial
                  Purchaser or its counsel in lieu of a "cold comfort" letter,
                  an agreed-upon procedures letter under Statement on Auditing
                  Standards No. 35, covering matters requested by such Initial
                  Purchaser or its counsel; and

                  (vi)     deliver such documents and certificates as may be
                  reasonably requested by such Initial Purchaser or its counsel,
                  including those to evidence compliance with Section 4(k) and
                  with conditions customarily contained in underwriting
                  agreements.

                  The foregoing actions set forth in clauses (iii), (iv), (v),
and (vi) of this Section shall be performed at the close of the Registered
Exchange Offer and the effective date of any post-effective amendment to the
Exchange Offer Registration Statement.

                  (s)      If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the New Securities, the
Company shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.

                  (t)      The Company will use its best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities pursuant
to the Purchase Agreement, to confirm such ratings will apply to the Securities
or the New Securities, as the case may be, covered by a Registration Statement;
or (ii) if the Securities were not previously rated, to cause the Securities
covered by a Registration Statement to be rated with at least one nationally
recognized statistical rating agency, if so requested by Majority Holders with
respect to the related Registration Statement or by any Managing Underwriters.

                  (u)      In the event that any Broker-Dealer shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Rules
of Fair Practice and the By-Laws of the National Association of Securities
Dealers, Inc.) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:

                  (i)      if such Rules or By-Laws shall so require, engaging a
                  "qualified independent underwriter" (as defined in such Rules)
                  to participate in the preparation of the Registration
                  Statement, to exercise usual standards of due diligence with
                  respect thereto and, if any portion of the offering
                  contemplated by such Registration Statement is an underwritten
                  offering or is made through a placement or sales agent, to
                  recommend the yield of such Securities;

                                     - 14 -

<PAGE>

                  (ii)     indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof; and

                  (iii)    providing such information to such Broker-Dealer as
                  may be required in order for such Broker-Dealer to comply with
                  the requirements of such Rules.

                  (v)      The Company shall use its best efforts to take all
other steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

         5.       Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations hereunder and, in
the event of any Shelf Registration Statement, will reimburse the Holders for
the reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange Offer Registration Statement, will reimburse the
Initial Purchasers for the reasonable fees and disbursements of their counsel
incurred in connection with their review of the Exchange Offer Registration
Statement.

         6.       Indemnification and Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
each Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each Person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder specifically for inclusion therein;
provided, further, that the foregoing indemnity with respect to any untrue
statement contained in or omission from any preliminary prospectus shall not
inure to the benefit of any Holder (or any of the directors, officers, employees
and agents of such Holder or any person controlling such Holder) from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities which are the subject thereof if such person did not receive a copy
of the final prospectus (or the final prospectus as then amended or

                                     - 15 -

<PAGE>
supplemented if the Company shall have furnished any amendments or supplements
thereto) at or prior to the confirmation of the sale of such Securities to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in such preliminary
prospectus was corrected in the final prospectus (or the final prospectus as so
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), and it is finally judicially determined that such delivery
was required to be made under the Act and was not so made. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.

         The Company also agrees to indemnify or contribute as provided in
Section 6(d) to Losses of each and any person deemed an "underwriter", under the
Act or the rules and regulations thereunder, of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(p) hereof.

                  (b)      Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company each of its
directors each of its officers who signs such Registration Statement and each
Person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                  (c)      Promptly after receipt by an indemnified party under
this Section 6 or notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees,

                                     - 16 -

<PAGE>

costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party, it being understood, however,
that in each case the indemnifying party shall not, in connection with any one
such action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such
indemnified parties, which firm shall be designated by the Representatives if
the indemnified parties consist of the Initial Purchasers or their directors,
officers, employees or agents. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                  (d)      In the event that the indemnity provided in paragraph
(a) or (b) of this Section is for any reason held to be unenforceable by an
indemnified party although applicable in accordance with its terms, then each
applicable indemnifying party shall have a several and not joint obligation to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which such indemnified party may be
subject in such proportion as is appropriate to reflect the relative benefits
received by such indemnifying party, on the one hand, and such indemnified
party, on the other hand, from the Initial Placement and the Registration
Statement which resulted in such Losses; provided, however, that in no case
shall any Initial Purchaser or any subsequent Holder of any Security or New
Security be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Security, or in the case of a
New Security, applicable to the Security that was exchangeable into such New
Security, as set forth on the cover page of the Final Memorandum, nor shall any
underwriter be responsible for any amount in excess of the underwriting discount
or commission applicable to the securities purchased by such underwriter under
the Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the sum of (x) the total net proceeds from the Initial Placement (before
deducting expenses) as set forth on the cover page of the Final Memorandum and
(y) the total amount of

                                     - 17 -

<PAGE>

Liquidated Damages (as defined in Section 8) which the Company was not required
to pay as a result of registering the securities covered by the Registration
Statement which resulted in such Losses. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions as set forth on the cover page of the Final Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the Act.
Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

                  (e)      The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or any of the officers, directors or controlling Persons
referred to in this Section hereof, and will survive the sale by a Holder of
securities covered by a Registration Statement.

         7.       Underwritten Registrations.

                  (a)      If any of the Securities or New Securities, as the
case may be, covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters shall be selected by the
Majority Holders.

                  (b)      No Person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such Person (i)
agrees to sell such Person's Securities or New Securities, as the case may be,
on the basis reasonably provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                                     - 18 -

<PAGE>

         8.       Liquidated Damages.

                  (a)      If any of the following events occur (each such event
in clauses (i) through (iv) below being herein called a "Registration Default"):

                  (i)      any Registration Statement required by this Agreement
                  is not filed with the Commission on or prior to the applicable
                  Filing Deadline;

                  (ii)     any Registration Statement required by this Agreement
                  is not declared effective by the Commission on or prior to the
                  applicable Effectiveness Deadline;

                  (iii)    the Registration Exchange Offer has not been
                  consummated on or prior to the Consummation Deadline; or

                  (iv)     any Registration Statement required by this Agreement
                  has been declared effective by the Commission but (A) such
                  Registration Statement thereafter ceases to be effective,
                  without being succeeded within 45 days by an additional
                  Registration Statement filed and declared effective or (B)
                  such Registration Statement or the related Prospectus ceases
                  to be usable for a period of more than 45 days in connection
                  with resales of Securities during the periods specified herein
                  because either (1) any event occurs as a result of which the
                  related Prospectus forming part of such Registration Statement
                  would include any untrue statement of a material fact or omit
                  to state any material fact necessary to make the statements
                  therein in the light of the circumstances under which they
                  were made not misleading, or (2) it shall be necessary to
                  amend such Registration Statement or supplement the related
                  Prospectus, to comply with the Act or the Exchange Act.

then, as liquidated damages for such Registration default, subject to the
provisions of Section 10, liquidated damages ("Liquidated Damages"), in addition
to the interest set forth in the title of the Securities, will incur from and
including the date on which any such Registration Default shall occur to and
including the first week in which all such Registration Defaults have been
cured, in an amount equal to $0.10 per week per $1,000 principal amount of
outstanding Securities. In no event shall the Liquidated Damages exceed $0.10
per week per $1,000 principal amount of outstanding Securities.

         Notwithstanding anything to the contrary in this Section, the Company
shall not be required to pay Liquidated Damages to a Holder if such Holder
failed to comply with its obligations to make the representations set forth in
Section 2(e) or failed to provide the information required to be provided by it,
if any, pursuant to Section 4(o).

         (b)      A Registration Default referred to in Section 8(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or

                                     - 19 -

<PAGE>

(y) other material events, with respect to the Company that would need to be
described in such Shelf Registration Statement or the related prospectus (which
could include description in a report filed under the Exchange Act and
incorporated by reference in such Shelf Registration Statement) and (ii) in the
case of clause (y), the Company is proceeding promptly and in good faith to
amend or supplement such Shelf Registration Statement and/or related prospectus
to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 45 days,
Liquidated Damages shall be payable in accordance with the above paragraph from
the day such Registration Default occurs until such Registration Default is
cured.

         9.       Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of such Holder's Securities pursuant to Rules 144 and 144A under
the Act. The Company covenants that it will take such further action as any
Holder of Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Securities without registration under
the Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). Upon the written request of any
Holder of Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. The Company will
provide a copy of this Agreement to prospective purchasers of Securities
identified to the Company by the Initial Purchasers upon request.
Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

         10.      Remedies. The Company acknowledges and agrees that any failure
by the Company to comply with its obligations hereunder may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations hereunder. The Company further
agrees to waive the defense in any action for specific performance that a remedy
at law would be adequate.

         11.      No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

         12.      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, the Holders of a majority of
the aggregate principal amount of New Securities); provided that, with respect
to any matter that directly or indirectly affects the rights of any Initial
Purchaser hereunder, the Company shall

                                     - 20 -

<PAGE>

obtain the written consent of each such Initial Purchaser against which such
amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Majority Holders, determined on the basis of Securities or New
Securities, as the case may be, being sold rather than registered under such
Registration Statement.

         13.      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

                  (a)      if to a Holder, at the most current address given by
such holder to the Company, with a copy in like manner to Citigroup Global
Markets Inc. and Credit Suisse First Boston LLC;

                  (b)      if to you, initially at the respective addresses set
forth in the Purchase Agreement; and

                  (c)      if to the Company, initially at its address set forth
in the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

         14.      Successors. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities, provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of securities in violation of the terms of the Purchase Agreement or
the Indenture. The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

         15.      Counterparts. This agreement may be in signed counterparts,
each of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.

         16.      Headings. The headings used herein are for convenience only
and shall not affect the construction hereof.

                                     - 21 -

<PAGE>

         17.      Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

         18.      Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

         19.      Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company or its Affiliates (other than subsequent Holders
of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                                     - 22 -

<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                     Very truly yours,

                                     SOUTHWESTERN PUBLIC SERVICE
                                     COMPANY

                                     By:       /S/ Benjamin G.S. Fowke III
                                         ---------------------------------
                                     Name: Benjamin G.S. Fowke III
                                     Title: Vice President and Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

CITIGROUP GLOBAL MARKETS INC.
CREDIT SUISSE FIRST BOSTON LLC

For themselves and the other several
Initial Purchasers named in Schedule I
to the Purchase Agreement.

CITIGROUP GLOBAL MARKETS INC.

By: /S/ Bruce Chung
    ---------------------------------
Name: Bruce Chung
Title: Vice President

CREDIT SUISSE FIRST BOSTON LLC

By: /S/ Matthew Tehan
    ---------------------------------
Name: Matthew Tehan
Title: Vice President

<PAGE>

                                                                         ANNEX A

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business 210
days after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".

<PAGE>

                                                                         ANNEX B

         Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution".

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 210
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 20___, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

         The Company will not receive any proceeds from any sale of New
Securities by Broker-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

         For a period commencing on Expiration Date and ending 210 days after
the Expiration Date, the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holder of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.

<PAGE>

                                                                         ANNEX D

Rider A

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:             ________________________________________
Address:          ________________________________________
                  ________________________________________


Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.