0000912057-01-520252 Sample Contracts

SOUTHWESTERN PUBLIC SERVICE COMPANY (a New Mexico corporation) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 18th, 2001 • Southwestern Public Service Co • Electric services • New York

We have acted as counsel to Southwestern Public Service Company (the "Company") in connection with the issue and sale by the Company of $ principal amount of Debt Securities, Series due , % herein called the "Debt Securities". This opinion is being delivered to you pursuant to Section 8(d) of the Underwriting Agreement, dated , (the "Agreement"), between the Company and the several underwriters named therein (the "Underwriters"). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Agreement.

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SOUTHWESTERN PUBLIC SERVICE COMPANY and THE CHASE MANHATTAN BANK, As Trustee FORM OF SECOND SUPPLEMENTAL INDENTURE Dated as of , Supplementing the Indenture Dated as of February 1, 1999
Second Supplemental Indenture • June 18th, 2001 • Southwestern Public Service Co • Electric services

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of , 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.

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