Form of Exchange Agency Agreement Sample Contracts

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FORM OF EXCHANGE AGENCY AGREEMENT
Form of Exchange Agency Agreement • January 21st, 2004 • Southwestern Public Service Co • Electric services • New York

Southwestern Public Service Company, a New Mexico corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding Series C Senior Notes, 6% due 2033 (the “Original Senior Notes”) for its Series D Senior Notes, 6% due 2033 (the “Exchange Senior Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2004 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original Senior Notes. A copy of the Prospectus is attached hereto as Exhibit A. The Original Senior Notes were, and subject to the satisfaction of the terms and conditions of the Exchange Offer the Exchange Senior Notes will be, issued pursuant to the Indenture dated as of February 1, 1999, as supplemented and to be supplemented by various supplemental indentures, between the Company and JPMorgan Change Bank, as successor in interest to Th

FORM OF EXCHANGE AGENCY AGREEMENT
Form of Exchange Agency Agreement • December 17th, 2002 • Public Service Co of Colorado • Electric & other services combined • Colorado

Public Service Company of Colorado, a Colorado corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 7.875% First Collateral Trust Bonds, Series No. 8 due 2012 (the “Original First Collateral Trust Bonds”) for its 7.875% First Collateral Trust Bonds, Series No. 10 due 2012 (the “Exchange First Collateral Trust Bonds”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original First Collateral Trust Bonds. A copy of the Prospectus is attached hereto as Exhibit A. The Original First Collateral Trust Bonds and the Exchange First Collateral Trust Bonds are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

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