0001104659-06-019209 Sample Contracts

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • March 27th, 2006 • 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 6(b) of the Underwriting Agreement, dated [•] (the “Underwriting 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 Underwriting Agreement.

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and JPMORGAN CHASE BANK, N.A. as Successor to THE CHASE MANHATTAN BANK, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of Supplementing the Indenture Dated as of February 1, 1999
Indenture • March 27th, 2006 • Southwestern Public Service Co • Electric services

THIS FOURTH 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 JPMORGAN CHASE BANK, N.A, as successor to THE CHASE MANHATTAN BANK, as Trustee (hereinafter called the “Trustee”), having its office at 4 New York Plaza, 15th Floor, New York, New York 10004.

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