8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  November 14, 2008

Southwestern Public Service Company

(Exact Name of Registrant as Specified in Charter)

New Mexico

(State or Other Jurisdiction of Incorporation)

001-03789	75-0575400
(Commission File Number)	(IRS Employer Identification No.)

Tyler at Sixth, Amarillo, Texas	79101
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (303) 571-7511

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

On November 14, 2008, Southwestern Public Service Company, a New Mexico corporation (the “Company”), agreed to sell $250,000,000 in aggregate principal amount of the Company’s Series G Senior Notes, 8.75% due 2018 (the “Notes”) pursuant to an Underwriting Agreement by and between the Company and J.P. Morgan Securities Inc., as representative of the underwriters named therein.  The Notes are being issued pursuant to the registration statement on Form S-3 (File No. 333-153241) (the “Registration Statement”).  A prospectus supplement relating to the offering and sale of the Notes was filed with the Securities and Exchange Commission on November 17, 2008.  The Notes will be governed by the Company’s Indenture, dated February 1, 1999, as supplemented, including the Fifth Supplemental Indenture, dated as of November 1, 2008, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale for incorporation by reference into the Registration Statement.

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
1.01	Underwriting Agreement dated November 14, 2008 between Southwestern Public Service Company and J.P. Morgan Securities Inc., as representative of the Underwriters named therein, relating to $250,000,000 principal amount of Series G Senior Notes, 8.75% due 2018
4.01	Fifth Supplemental Indenture dated as of November 1, 2008 between Southwestern Public Service Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, creating $250,000,000 principal amount of Series G Senior Notes, 8.75% due 2018
5.01	Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P. regarding the validity of certain securities.
5.02	Opinion of Jones Day regarding the validity of certain securities.
12.01	Statement of computation of ratio of earnings to fixed charges.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Southwestern Public Service Company
(a New Mexico corporation)
By:	/s/ Teresa S. Madden
Name:		Teresa S. Madden
Title:		Vice President and Controller

Dated:  November 19, 2008

EXHIBIT INDEX

Exhibit No.	Description
1.01	Underwriting Agreement dated November 14, 2008 between Southwestern Public Service Company and J.P. Morgan Securities Inc., as representative of the Underwriters named therein, relating to $250,000,000 principal amount of Series G Senior Notes, 8.75% due 2018
4.01	Fifth Supplemental Indenture dated as of November 1, 2008 between Southwestern Public Service Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, creating $250,000,000 principal amount of Series G Senior Notes, 8.75% due 2018
5.01	Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P. regarding the validity of certain securities.
5.02	Opinion of Jones Day regarding the validity of certain securities.
12.01	Statement of computation of ratio of earnings to fixed charges.

EX-1.01

Exhibit 1.01

EXECUTION VERSION

SOUTHWESTERN PUBLIC SERVICE COMPANY

(a New Mexico corporation)

UNDERWRITING AGREEMENT

$250,000,000 Series G Senior Notes, 8.75% due 2018

November 14, 2008

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

  As Representative of the Underwriters

  named in Schedule I hereto

Ladies and Gentlemen:

Southwestern Public Service Company, a New Mexico corporation (the “Company”), proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative) (the “Representative”), an aggregate of $250,000,000 principal amount of its Series G Senior Notes, 8.75% due 2018 (the “Debt Securities”) of the Company to be issued under its Indenture, dated as of February 1, 1999, from the Company to The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Debt Securities (such Indenture as so amended and supplemented being hereinafter referred to as the “Indenture”).

1.Representations and Warranties by the Company.  The Company represents and warrants to, and agrees with, each Underwriter that:

(a)The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such Form, including a prospectus, for the registration under the Act of the Debt Securities, which registration statement has become effective.  Such registration statement and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement.  Any such amendment or supplement was filed with the Commission and any such amendment has become effective.  As used in this Agreement:

(i)“Applicable Time” means 1:30 p.m., New York City time, on the date of this Agreement;

(ii)“Effective Date” means any date as of which any part of such registration statement relating to the Debt Securities became, or is deemed to have become, effective under the Act in accordance with the rules and regulations thereunder;

(iii)“Final Term Sheet” means the final term sheet in the form attached as Schedule III hereto and prepared and filed pursuant to Section 4(a) hereof;

(iv)“Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 under the Act), including the Final Term Sheet, prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Debt Securities;

(v)“Preliminary Prospectus” means any preliminary form of prospectus supplement relating to the Debt Securities (together with the base prospectus in the form in which it appears in the Registration Statement) which has heretofore been or is required to be filed by the Company pursuant to Rule 424 under the Act and used prior to the filing of the Prospectus;

(vi)“Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time, including the pricing terms of the offering of the Debt Securities and the terms and conditions of the Debt Securities specified in the Final Term Sheet;

(vii)“Prospectus” means the base prospectus in the form in which it appears in the Registration Statement together with the final prospectus supplement relating to the Debt Securities, in the form in which it shall be filed by the Company with the Commission pursuant to Rule 424 under the Act (including the base prospectus as so supplemented); and

(viii)“Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.

Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement and, if the Company files any documents pursuant to the Exchange Act after the date of this Agreement and prior to the termination of the offering of the Debt Securities by the Underwriters, which documents are deemed to be incorporated by reference into the Prospectus, such filing shall constitute an amendment or supplement to the Prospectus and the term “Prospectus” shall refer also to said Prospectus as supplemented by the documents so filed from and after the time said documents are filed with the Commission.  Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Act prior to or

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on the date hereof (including for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof).

(b)No order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Registration Statement or Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission.

(c)The Registration Statement, on the Effective Date, complied in all material respects with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and regulations of the Commission thereunder and did not and will not, as of the applicable effective date as to each part of the Registration Statement, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, at the time the Prospectus is filed with the Commission and as of the Closing Date (as hereinafter defined), the Prospectus will comply in all material respects with the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for use in the Registration Statement or Prospectus.  Each Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the Act, complied when so filed in all material respects with the rules under the Act, and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d)The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated  by reference subsequent to the date of this Agreement or any further amendment to or supplement to the Prospectus will, when they are filed with the Commission, conform in all material respects to the requirements of the Act or Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents include or will include any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e)The Pricing Disclosure Package, as of the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in

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light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (B) the information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for use in the Pricing Disclosure Package, which information is specified in Section 10(g) hereof.

(f)Prior to the execution of this Agreement, the Company has not made and will not make (other than the Final Term Sheet) any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representative; any such Issuer Free Writing Prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II hereto; the Company has complied and will comply with the requirements of Rule 433 under the Act with respect to any such Issuer Free Writing Prospectus; any such Issuer Free Writing Prospectus will not, as of its issue date and through the time the Debt Securities are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement and the Prospectus, and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, any Preliminary Prospectus and the Prospectus, did not, when issued or filed pursuant to Rule 433, and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with the information furnished to the Company by or on behalf of an Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information so furnished consists of the information described in Section 10(g).

(g)Deloitte & Touche LLP, which audited the financial statements and the related financial statement schedule as of and for the year ended December 31, 2007, incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder and do not provide to the Company any non-audit services which are prohibited by Section 10A(g) of the Exchange Act or which have not been pre-approved in accordance with Section 10A(h) of the Exchange Act.

(h)The financial statements of the Company filed as a part of or incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and fairly present the financial position of the Company as of the dates indicated and the results of their operations and changes in financial position for the periods specified, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as disclosed in such financial statements.

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(i)The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Mexico with due corporate authority to carry on the business in which it is engaged and to own and operate the properties used by it in such business, as described in the most recent Preliminary Prospectus and the Prospectus; the Company is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Texas; and the Company is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and the failure to so qualify might permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities; and, except as set forth in the Pricing Disclosure Package and the Prospectus, the Company has all material licenses and approvals required at the date hereof to conduct its business, except where the failure to be so licensed or qualified would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company (a “Material Adverse Effect”).

(j)The Company has no subsidiaries.

(k)The Company has an authorized capitalization as set forth in the most recent Preliminary Prospectus and the Prospectus.

(l)The Company has not sustained since the date of the latest audited financial statements included or incorporated  by reference in the most recent Preliminary Prospectus or the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action, order or decree of any court, arbitrator or governmental or regulatory authority, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the most recent Preliminary Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, business, financial position, stockholder’s equity, or results of operations of the Company, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and Prospectus.

(m)Neither the execution and delivery of this Agreement and the Indenture, the issuance and delivery of the Debt Securities, the consummation of the transactions herein contemplated and the fulfillment of the terms hereof, nor compliance with the terms and provisions of this Agreement, the Debt Securities and the Indenture will (i) conflict with, or result in the breach of, any of the terms, provisions or conditions of the Articles of Incorporation, as amended, or by-laws of the Company, (ii) conflict with, or result in the breach or violation of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other contract, agreement or instrument to which the Company is a party or to which any of the Company’s property or

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assets is subject, the result of which would cause a Material Adverse Effect or (iii) result in the violation of any law, statute, order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or over its properties.

(n)The Company has full right, power and authority to execute and deliver this Agreement, the Debt Securities and the Indenture and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of this Agreement, the Debt Securities and the Indenture and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

(o)The Debt Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when executed and authenticated in accordance with the Indenture and delivered and paid for as provided herein, will be duly issued and will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency and other laws affecting enforcement of creditors’ rights and general equitable principles, and will be entitled to the benefits of the Indenture which will be substantially in the form heretofore delivered to you.

(p)The Indenture has been duly authorized by the Company and has been duly qualified under the Trust Indenture Act and, when duly executed and delivered by the Company, assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights and general equitable principles.

(q)This Agreement has been duly authorized, executed and delivered by the Company.

(r)Each of the Indenture and the Debt Securities conform in all material respects to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus.

(s)The statements set forth in the Pricing Disclosure Package and the Prospectus under the captions “Supplemental Description of the Senior Notes” and “Description of the Senior Unsecured Debt Securities,” insofar as they purport to constitute a summary of the terms of the Debt Securities and insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and fair summaries in all material respects.

(t)The issuance and sale of the Debt Securities have been duly authorized and approved by an order of the New Mexico Public Regulation Commission (“NMPRC”) and such order is final and in full force and effect on the date hereof; and no other approval of, or any consent, authorization or order of, or filing or registration with, any regulatory public body, state or federal, or any court having jurisdiction over the Company, is, or will be at the Closing Date, necessary in connection with the issuance and sale of the Debt Securities pursuant to this Agreement or the execution, delivery and performance of this Agreement and the Indenture, other than such  approvals that have been obtained under the Act and the Trust Indenture Act and

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approvals that may be required under state securities laws or regulations of the Financial Industry Regulatory Authority (“FINRA”).

(u)Other than as set forth or contemplated in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which would reasonably be expected to have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(v)Except as set forth in the most recent Preliminary Prospectus and the Prospectus, the Company (i) is not in violation of the Company’s Articles of Incorporation, as amended, or by-laws, (ii) is not in default and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is not in violation of any law, ordinance, governmental rule, regulation or court decree to which the Company or its property or assets may be subject or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except, in the case of clauses (ii) and (iii), for defaults, events of default, violations and failures which do not or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w)The Company has good title to all real and fixed property and leasehold rights and personal property which are owned by it, subject to taxes and assessments not yet delinquent, as to parts of the Company’s property, certain easements, conditions, restrictions, leases, and similar encumbrances which do not affect the Company’s use of such property in the usual course of its business, certain minor defects in titles which are not material, defects in titles to certain properties which are not essential to the Company’s business and mechanics’ lien claims being contested or not of record or for the satisfaction or discharge of which adequate provision has been made by the Company; and any real property and buildings held under lease by the Company are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

(x)The franchises held by the Company, together with the applicable Certificates of Convenience and Necessity issued by the NMPRC, give the Company all necessary authority for the maintenance and operation of their respective properties and business as now conducted.

(y)The Company is not and, after giving effect to the offering and sale of the Debt Securities and the application of the proceeds thereof as described in the most recent Preliminary Prospectus and the Prospectus, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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2.Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Representative and each other Underwriter, and the Representative and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price of 98.524% of the principal amount thereof, plus accrued interest, if any, from November 19, 2008 to the Closing Date hereunder, the principal amount of Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto.

The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Debt Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.  Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction.  The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3.Delivery and Payment.  Delivery of and payment for the Debt Securities shall be made at 9:30 a.m., New York City time, on November 19, 2008, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (the “Closing Location”), which date and time may be postponed by agreement between the Representative and the Company (such date and time being herein called the “Closing Date”).  Delivery of the Debt Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company in federal (same day) funds.  The Debt Securities will be delivered in definitive registered form except that, if for any reason the Company is unable to deliver the Debt Securities in definitive form, the Company reserves the right, as provided in the Indenture, to make delivery in temporary form.  Any Debt Securities delivered in temporary form will be exchangeable without charge for Debt Securities in definitive form.  The Debt Securities will be registered in the name of Cede & Co., as nominee of DTC and deposited by or on behalf of the Company with DTC or its designated custodian. The Debt Securities will be made available to the Representative for checking in New York, New York, not later than 2:00 p.m., New York City time, on the business day preceding the Closing Date.  The documents to be delivered on the Closing Date on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Debt Securities and any additional documents requested by the Underwriters, will be delivered at the Closing Location, and the Debt Securities will be delivered at the office of DTC or its designated custodian, all at the Closing Date.  A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.  For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which

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banking institutions in New York City are generally authorized or obligated by law or executive order to close.

4.Agreements of the Company.  The Company agrees with the several Underwriters that:

(a)The Company will cause the Prospectus, in a form approved by the Representative, to be filed pursuant to Rule 424(b) under the Act and will notify the Representative promptly of such filing.  The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Debt Securities and of the offering, in the form attached as Schedule III hereto, will file such Final Term Sheet pursuant to Rule 433(d) under the Act and will notify the Representative promptly of such filing.  During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly advise the Representative (i) when any amendment to the Registration Statement has been filed or shall have become effective, (ii) when any subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus) has been filed and shall furnish the Representative with copies thereof, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information.  During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment to the Registration Statement or supplement to the Prospectus (except where, in the opinion of the Company’s counsel, such amendment or supplement is advisable or required by law) unless the Company has furnished to the Representative a copy for your review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representative a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representative as to any comments which the Representative makes in a timely manner with respect to such document.  During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Debt Securities.  Following the Closing Date and, for long as a prospectus relating to the Debt Securities is required to be delivered under the Act, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will

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promptly use its best efforts to obtain the withdrawal of such order.  In the event of the Company’s receipt of a notice objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Debt Securities by the Underwriters (and references herein to the “Registration Statement” shall include any such amendment or new registration statement).

(b)If, at any time when a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented 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 if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission and furnish to the Underwriters a reasonable number of copies thereof, or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance.

(c)The Company will make generally available to its security holders and to the Representative an earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the “effective date of the Registration Statement” (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158).

(d)The Company will deliver to the Representative conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representative may reasonably request.

(e)Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representative, the Company has not made and will not make any offer relating to the Debt Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act.

(f)The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act.  If at any time after the

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date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representative may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

(g)The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Debt Securities for sale under the laws of such jurisdictions in the United States as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Debt Securities; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject.

(h)So long as the Debt Securities are outstanding, the Company will furnish (or cause to be furnished) to the Representative, upon request, copies of all reports and financial statements filed with the Commission or any national securities exchange.

(i)During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representative.

(j)In connection with the offering of the Debt Securities, until the Underwriters shall have notified the Company and the other Underwriters of the completion of the sale of the Debt Securities, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Debt Securities or attempt to induce any person to purchase any Debt Securities or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Debt Securities.

(k)The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Debt Securities.

5.Agreements of the Underwriters.  Each Underwriter hereby represents and agrees that:

(a)it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Issuer Free Writing Prospectus or any “free writing prospectus,” as defined in

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Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) required to be filed by the Company with the Commission or retained by the Company pursuant to Rule 433 under the Act, other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) the Final Term Sheet or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing; and

(b)it will, pursuant to reasonable procedures developed in good faith, retain, as and to the extent required under Rule 433 under the Securities Act, copies of each free writing prospectus used or referred to by it, in accordance with Rule 433.

6.Expenses.  Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Debt Securities to the Underwriters, all fees and expenses of the Company’s counsel and accountants, all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including all exhibits thereto), any Preliminary Prospectus, the Prospectus (including all documents incorporated by reference therein), any Issuer Free Writing Prospectus and any amendments thereof or supplements thereto, all costs and expenses (including fees and expenses of counsel) incurred in connection with “blue sky” qualifications and the rating of the Debt Securities, all costs and expenses of the printing and distribution of all documents in connection with this underwriting, the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, the Financial Industry Regulatory Authority.  Except as provided in this Section 6 and Sections 9 and 10 hereof, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offer they may make.

7.Conditions to the Obligations of the Underwriters.  The obligations of the Underwriters to purchase the Debt Securities shall be subject, in the discretion of the Representative, to the accuracy of the representations and warranties and other statements on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company’s officers on and as of the Closing Date made in any certificates given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a)The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; all filings (including, without limitation, the Final Term Sheet) required by Rule 433 under the Act shall have been made, and no such filings shall have been made without the consent of the Representative; no stop order suspending the effectiveness of the Registration Statement or any part thereof or

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preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representative’s reasonable satisfaction.

(b)The Representative shall be furnished with opinions, dated the Closing Date, of Hinkle, Hensley, Shanor & Martin L.L.P., substantially in the form included as Exhibit A, and Jones Day, Chicago, Illinois, counsel for the Company, substantially in the form included as Exhibit B.

(c)The Representative shall have received from Simpson Thacher & Bartlett LLP, New York, New York, counsel for the Underwriters, such opinion or opinions dated the Closing Date with respect to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(d)The Company shall have furnished to the Representative a certificate of the President or any Vice President of the Company, dated the Closing Date, as to the matters set forth in paragraphs (a) and (h) of this Section 7 and to the further effect that the signers of such certificate have examined the Registration Statement, the Prospectus and this Agreement and that:

(i)the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and

(ii)there has been no material adverse change in the condition of the Company, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from that set forth or contemplated by the Registration Statement, the most recent Preliminary Prospectus or the Prospectus.

(e)The Representative shall have received letters from Deloitte & Touche LLP, independent public accountants for the Company (dated the date of this Agreement and Closing Date, respectively, and in form and substance satisfactory to the Representative) advising that (i) they are an independent registered public accounting firm with respect to the Company as required by the Act and published rules and regulations of the Commission thereunder, (ii) in their opinion, the financial statements and supplemental schedules included or incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus or Prospectus and covered by their opinion filed with the Commission under Section 13 of the Exchange Act comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of the Commission thereunder, (iii) that they have performed limited procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minutes of meetings of the Board of Directors, committees thereof, and of the shareholder of the Company since the date of the most recent audited financial statements included or incorporated  by

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reference in the most recent Preliminary Prospectus or Prospectus, inquiries of officials of the Company responsible for financial accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such limited review and procedures nothing came to their attention that caused them to believe that:  (A) any material modifications should be made to any unaudited financial statements of the Company included or incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus or Prospectus for them to be in conformity with generally accepted accounting principles or any unaudited financial statements of the Company included or incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus or Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of the Commission applicable to Form 10-Q; and (B) with respect to the period subsequent to the date of the most recent financial statements included or incorporated  by reference in the most recent Preliminary Prospectus or Prospectus and except as set forth in or contemplated by the Registration Statement, most recent Preliminary Prospectus or Prospectus, there were any adverse changes, at a specified date not more than three business days prior to the date of the letter, in the capital stock of the Company, increases in long-term debt or decreases in stockholder’s equity or net current assets of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated by reference in the most recent Preliminary Prospectus or Prospectus, or for the period from the date of the most recent financial statements included or incorporated  by reference in the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income or net income of the Company, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative; and (iv) they have carried out specified procedures performed for the purpose of comparing certain specified financial information and percentages (which is limited to financial information derived from general accounting records of the Company or, to the extent not so derived, from schedules prepared by Company officers responsible for such accounting records) included or incorporated  by reference in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus with indicated amounts in the financial statements or accounting records of the Company and (excluding any questions of legal interpretation) have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company referred to in such letter in the description of the procedures performed by them.

(f)Subsequent to the respective dates as of which information is given in the Registration Statement and the most recent Preliminary Prospectus, there shall not have been any change or decrease specified in the letter dated as of the Closing Date referred to in paragraph (e) of this Section 7 which is so material and adverse as to make it impractical or inadvisable in the judgment of the Representative to proceed with the public offering or the delivery of the Debt Securities on the terms and in the manner contemplated by the Pricing Disclosure Package.

(g)Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Debt Securities or any other debt securities or preferred stock of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Act (other than downgrades of debt securities issued by or on behalf of governmental entities

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for the benefit of the Company solely as a result of downgrades of ratings of any third parties insuring such debt securities) and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Debt Securities or of any other debt securities or preferred stock of or guaranteed by the Company (other than an announcement with positive implications of a possible upgrading and other than with respect to debt securities issued by or on behalf of governmental entities for the benefit of the Company solely as a result of any such announcement with respect to any third parties insuring such debt securities).

(h)The Company shall not have (i) sustained since the date of the latest audited financial statements included or incorporated  by reference in the most recent Preliminary Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action, order or decree of any court, arbitrator or governmental or regulatory authority, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus, and (ii) incurred since the date of this Agreement, any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, business, financial position, stockholder’s equity, results of operations or prospects of the Company otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii) above is in the judgment of the Underwriters so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement and the Prospectus.

(i)No Representative shall have advised the Company that the Registration Statement, Pricing Disclosure Package or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in the opinion of counsel for the Underwriters is material or omits to state a fact which in the opinion of counsel for the Underwriters is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(j)No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities.

(k)All corporate proceedings and other legal matters incident to the authorization, form and validity of the Indenture and this Agreement and the transactions contemplated hereby shall be reasonably satisfactory to counsel to the Underwriters, and prior to the Closing Date, the Company shall have furnished to the Representative such other customary information, certificates and documents as they may reasonably request.

(l)The Company and Trustee shall have entered into the supplemental Indenture relating to the Debt Securities, and the Representative shall have received counterparts,

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conformed as executed thereof, and the Debt Securities shall have been duly executed and delivered by the Company and authenticated by the Trustee.

If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be satisfactory in form and substance to the Representative and their counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative.  Notice of such cancellation shall be given to the Company in writing, or by telephone or facsimile transmission confirmed in writing.

8.Conditions of Company’s Obligations.  The obligations of the Company to sell and deliver the Debt Securities are subject to the following conditions:

(a) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Underwriter, threatened.

(b) The order of the NMPRC referred to in Section 1(t) hereof shall be final and in full force and effect.

If any of the conditions specified in this Section 8 shall not have been fulfilled, this Agreement and all obligations of the Company hereunder may be cancelled on or at any time prior to the Closing Date by the Company.  Notice of such cancellation shall be given to the Underwriters in writing or by telephone or facsimile transmission confirmed in writing.

9.Reimbursement of Underwriters’ Expenses.  If the sale of the Debt Securities provided for herein is not consummated (i) because this Agreement is terminated pursuant to Section 12 or (ii) because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Debt Securities, including the reasonable fees and disbursements of counsel for the Underwriters.

10.Indemnification.

(a)The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus (or amendment or supplement

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thereto) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein.

(b)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information identified in Section 10(g) hereof as being provided by the Underwriters.

(c)If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 10.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person, which may be counsel to the Indemnifying Person, to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 10 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing

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interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representative and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Debt Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Debt Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Debt Securities.  The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

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that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 10, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Debt Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  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.  The Underwriters’ obligations to contribute pursuant to this Section 10 are several in proportion to their respective purchase obligations hereunder and not joint.

(f)The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

(g)The Underwriters severally confirm and the Company acknowledges that (i) the statements with respect to the offering of the Debt Securities by the Underwriters set forth in the third paragraph, the sixth paragraph (only the second sentence thereof), the seventh paragraph, the eighth paragraph and the tenth paragraph (only the second sentence thereof) in the section entitled “Underwriting” in the prospectus supplement that is a part of the Preliminary Prospectus and the Prospectus and (ii) the information contained in the last sentence of the last paragraph in Schedule III relating to the Representative, are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Final Term Sheet.

11.Default by an Underwriter.

(a)If any Underwriter shall default in its obligation to purchase the Debt Securities which it has agreed to purchase hereunder (in this Section called the “Unpurchased Debt Securities”), the Representative may in its discretion arrange for itself or another party or other parties to purchase such Unpurchased Debt Securities on the terms contained herein.  If within 36 hours after such default by any Underwriter, the Representative does not arrange for the purchase of such Unpurchased Debt Securities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Representative to purchase such Unpurchased Debt Securities on such terms.  In the event that, within the respective prescribed period, the Representative notifies the Company that it has so arranged for the purchase of such Unpurchased Debt Securities, or the Company notifies the Representative that it has so arranged for the purchase of such Unpurchased Debt Securities, the Representative or the Company shall have the right to postpone the Closing Date for such Unpurchased Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the

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Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representative may thereby be made necessary.  The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Debt Securities.

(b)If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate principal amount of such Unpurchased Debt Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of the Debt Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in subsection (a) above, the aggregate principal amount of Unpurchased Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Unpurchased Debt Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12.Termination.  This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for all Debt Securities, if prior to such time (i) trading shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities clearance or settlement services shall have occurred or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement and the Prospectus.

13.Representations and Indemnities to Survive Delivery.  The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and

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of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of their respective officers, directors or controlling persons within the meaning of the Act, and will survive delivery of and payment for the Debt Securities.   The provisions of Sections 6, 9 and 10 hereof shall survive the termination or cancellation of this Agreement.

14.Notices.  All communications hereunder will be in writing and, if sent to the Representative, will be mailed, delivered or transmitted and confirmed to them in care of J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: 212-270-6081), or, if sent to the Company, will be mailed, delivered or transmitted and confirmed to it at 414 Nicollet Mall, 4^th Floor, Minneapolis, Minnesota 55401, Attention: Treasurer, Fax: 612-618-3366.  All communications shall take effect at the time of receipt thereof.

15.Persons Entitled to Benefit of Agreement.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 10 hereof, and the affiliates of each Underwriter referred to in Section 10 hereof.  Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.  No purchaser of Debt Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

16.Applicable Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York.

17.Counterparts.  This Agreement may be executed in counterparts, all of which, taken together, shall constitute a single agreement among the parties to such counterparts.

18.Representation of the Underwriters. The Representative represents and warrants to the Company that it is authorized to act as the representative of the Underwriters in connection with this financing and that the Representative’s execution and delivery of this Agreement and any action under this Agreement taken by such Representative will be binding upon all Underwriters.

19.Amendment and Waiver.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

20.Other.  Time shall be of the essence for all purposes of this Agreement.  As used herein, “business day” shall mean any day other than a day on which banks are permitted or required to be closed in New York City.

21

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 Underwriters.

Very truly yours,
SOUTHWESTERN PUBLIC SERVICE COMPANY
By:	/s/ George E. Tyson, II
	Name:	George E. Tyson, II
	Title:	Vice President and Treasurer

The foregoing Agreement is hereby confirmed

  and accepted as of the date first above written.

J.P. MORGAN SECURITIES INC.

By:	/s/ Robert Bottamedi
	Name:	Robert Bottamedi
	Title:	Vice President

For itself and as Representative of the several

Underwriters named in Schedule I to the foregoing

Agreement.

SCHEDULE I

Underwriters

Name	Amount
J.P. Morgan Securities Inc.	$	187,500,000
Wells Fargo Securities, LLC	$	62,500,000
TOTAL	$	250,000,000

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SCHEDULE II

Issuer Free Writing Prospectuses

1.             Final Term Sheet, dated November 14, 2008, in the form annexed hereto as Schedule III.

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SCHEDULE III

Final Term Sheet

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-153241

November 14, 2008

SOUTHWESTERN PUBLIC SERVICE COMPANY

$250,000,000 SERIES G SENIOR NOTES, 8.75% DUE 2018

Issuer:	Southwestern Public Service Company
Issue Format:	SEC Registered
Ratings*:	BBB+/Baa1/BBB+ (stable/stable/stable) (S&P/Moody’s/Fitch)
Note Type:	Senior Notes
Total Principal Amount:	$250,000,000
Pricing Date:	November 14, 2008
Settlement Date:	November 19, 2008
Maturity Date:	December 1, 2018
Interest Payment Dates:	Each June 1 and December 1, commencing on June 1, 2009
Daycount	30/360
Coupon:	8.75% semi-annual
Re-offer/Issue Price to Public:	99.174%
Re-offer Yield:	8.875%
Reference Benchmark:	3.75% due November 15, 2018
Benchmark Price:	100-08
Benchmark Yield:	3.720%
Re-offer Spread:	515.5 bps
Make-Whole Call:	T+50 bps
Sole Book-Running Manager:	J.P. Morgan Securities Inc.
Co-Manager:	Wells Fargo Securities, LLC

	Nine Months Ended September 30, 2008	Year Ended December 31, 2007
Pro Forma Ratio of Earnings to Fixed Charges	1.6	1.5

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. at 212-834-4533.

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EXHIBIT A

Letterhead of Hinkle, Hensley, Shanor & Martin L.L.P.

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Re:

$250,000,000 principal amount of Debt Securities, Series G Senior Notes, 8.75% due 2018, of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

This opinion is being furnished to you in connection with the issue and sale by Southwestern Public Service Company (the “Company”) of $250,000,000 principal amount of Debt Securities, Series G Senior Notes, 8.75% due 2018 herein called the “Debt Securities.”  This opinion is being delivered to you pursuant to Section 7(b) of the Underwriting Agreement, dated November 14, 2008 (the “Underwriting Agreement”), between the Company and J.P. Morgan Securities Inc. (the “Representative”). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Underwriting Agreement.

We are familiar with the legal matters pertaining to, and the corporate proceedings of the Company taken with respect to, the authorization, issuance and sale by the Company of the Debt Securities. We have examined, among other things, the Registration Statement and the Prospectus, and any amendment or supplement thereto, the corporate records of the Company, the Indenture, the Supplemental Indenture creating the Debt Securities, the proceedings before The New Mexico Public Regulation Commission with respect to the issuance and sale of the Debt Securities and such other proceedings, papers and documents as we have deemed relevant for the purpose of rendering the opinions enumerated below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of all such latter documents. We have relied as to various questions of fact (but not as to legal conclusions) upon discussions with officers and representatives of the Company and the representations and warranties of the Company contained in the Underwriting Agreement and upon the certificates of public officials and of officers of the Company being delivered to you thereunder. With respect to the opinions expressed in paragraph (5) below, we have relied on information obtained from public records and from the Company.

        On the basis of the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:

1.             The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of New Mexico with corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in

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the most recent Preliminary Prospectus and Prospectus and to enter into and perform its obligations under the Indenture and the Underwriting Agreement; and the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business.

2.             The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding obligation of the Company under the laws of the State of New Mexico, and does not violate New Mexico law.

3.          The issuance and sale by the Company of the Debt Securities pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action; the Debt Securities have been duly and validly authorized, executed and delivered by the Company and (assuming the Debt Securities have been duly authenticated and delivered by the Trustee) constitute legal, valid and binding obligations of the Company under the laws of the State of New Mexico, and do not violate New Mexico law.

4.             The issuance and sale of the Debt Securities have been duly authorized and approved by an order of The New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body (including the Public Utility Commission of Texas) is required in connection with the transactions contemplated by the Underwriting Agreement or the Indenture, other than approvals that may be required under blue sky laws of any jurisdiction in connection with the purchase and distribution of the Debt Securities by the Underwriters in the manner contemplated herein and in the most recent Preliminary Prospectus and the Prospectus.

5.             The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

6.             With minor exceptions relating to the use of streets and highways outside incorporated communities in New Mexico, and Texas and with respect to the right of the City of Pampa, Texas, to purchase properties of the Company within its limits at a purchase price to be determined upon appraisal, the Company holds valid franchises in the territory in which it operates which have no burdensome restrictions and are adequate to conduct its business in such territory.

7.             Neither the execution and delivery of the Underwriting Agreement or the Supplemental Indenture, the issue and sale of the Debt Securities, nor the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Restated Articles of

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Incorporation, as amended, or By-Laws; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to us to which the Company is a party or bound or to which its or its property or assets is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its or its properties.

8.             Other than as set forth in the most recent Preliminary Prospectus and the Prospectus there is not pending or, to the best of our knowledge, threatened any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or to which the property of the Company thereof is subject, before or brought by any court or governmental agency or body, which individually or in the aggregate, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Underwriting Agreement or the performance of its obligations thereunder or the transactions contemplated by the most recent Preliminary Prospectus or Prospectus.

In connection with this opinion, we have participated in discussions with officers and representatives of the Company, in certain of which your representatives and counsel also participated and at which the affairs of the Company and the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus were discussed. There is no assurance that all possible material facts as to the Company were disclosed to us or that our familiarity with the Company or the operations in which it is engaged is such that we have necessarily recognized the materiality of such facts as were disclosed.  Accordingly, we have to a large extent relied upon statements of officers and representatives of the Company as to the materiality of those facts disclosed to us. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Subject to the foregoing, and to the other limitations and qualifications expressed in this letter, we may state that nothing has come to our attention that would lead us to believe that the Registration Statement, when it became effective, or at the Time of Sale, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Package at the Time of Sale, as of 1:30 p.m. New York City Time, on November 14, 2008 (being a time that you have informed us was prior to the sale of the Debt Securities by the Underwriters as contemplated by the Prospectus) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that, at the date the Prospectus Supplement was filed with the Securities and Exchange Commission, the Prospectus included, or, at the date hereof, the Prospectus includes an untrue statement of a material fact or omitted, or omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that we do not express any belief as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to any information

A-3

contained therein furnished to the Company in writing by any Underwriter expressly for use therein or as to the Statement of Eligibility.

This opinion is limited to the laws of the States of New Mexico and Texas and the federal law of the United States of America. We are not opining herein with respect to the securities or “blue sky” laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof.

Jones Day and Simpson Thacher & Bartlett LLP are hereby authorized to rely upon this letter as if this letter were addressed to it. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Debt Securities or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby.

Respectfully submitted,

HINKLE, HENSLEY, SHANOR & MARTIN, L.L.P.

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EXHIBIT B

Letterhead of Jones Day

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Re:

$250,000,000 million principal amount of Series G Senior Notes, 8.75% due 2018 of Southwestern Public Service Company, a New Mexico corporation

Ladies and Gentlemen:

We have acted as special counsel for Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with the purchase from the Company by the underwriters named in Schedule I to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of November 14, 2008 (the “Underwriting Agreement”), by and between the Company and the Underwriter, of $250,000,000 million in principal amount of its Series G Senior Notes, 8.75% due 2018 (the “Debt Securities”) issued under the Indenture, dated as of February 1, 1999 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented, and the Fifth Supplemental Indenture, dated as of November 1, 2008 by and between the Company and the Trustee (the “Supplemental Indenture”). The Indenture, as amended and supplemented, and the Supplemental Indenture are herein collectively referred to as the “Indenture.”  This letter is furnished to the Underwriters pursuant to Section 7(b) of the Underwriting Agreement. Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Underwriting Agreement.

In connection with the opinions and views expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions and views. Based upon the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.Assuming that (a) the Company is a corporation existing and in good standing under the laws of the State of New Mexico and (b) the Indenture (i) has been (A) authorized by all necessary corporate action of the Company and (B) executed and delivered by the Company under the laws of the State of New Mexico and (ii) does not violate the laws of the State of New Mexico, the Indenture constitutes a valid and binding obligation of the Company under New York law, enforceable against the Company in accordance with its terms.

2.Assuming that (a) the Company is a corporation existing and in good standing under the laws of the State of New Mexico and (b) the Debt Securities (i) have been (A) authorized by all necessary corporate action of the Company and (B) validly issued, executed and delivered by the Company under the laws of the State of New Mexico and (ii) do not violate the laws of the State of New Mexico, the Debt Securities, when

B-1

authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company under New York law, enforceable against the Company in accordance with their terms.

3.Assuming that the issuance and sale of the Debt Securities have been duly authorized and approved by an order of The New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court of the United States or the State of New York is required in connection with the execution, delivery or performance of the Indenture or the Underwriting Agreement or the issuance or sale of the Debt Securities by the Company to the Underwriters, except as may be required under (i) state securities or blue sky laws or (ii) the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 or the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

4.The (i) execution, delivery and performance of (A) the Indenture by the Company and (B) the Underwriting Agreement by the Company, (ii) issuance and sale of the Debt Securities by the Company and (iii) compliance with the terms and provisions thereof by the Company will not violate any law or regulation known to us to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Company or its property or any agreement to which the Company is a party or bound (this opinion being limited (i) to those orders and decrees identified on Exhibit A attached hereto and to those agreements identified on Exhibit B attached hereto, and (ii) in that we express no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on Exhibit B attached hereto, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation).

5.The Company is not required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940.

6.The statements contained in the Pricing Disclosure Package and the Prospectus under the captions “Description of the Senior Unsecured Debt Securities” and “Supplemental Description of the Senior Notes,” insofar as such statements purport to summarize legal matters or provisions of documents referred to therein, present fair summaries of such legal matters and documents.

We have participated in the preparation of the Company’s registration statement on Form S-3 (Registration No. 333-153241) (the “Registration Statement”), the prospectus dated September 22, 2008 (the “Base Prospectus”), the preliminary prospectus supplement dated November 14, 2008 (together with the Base Prospectus, the “Preliminary Prospectus”), the information identified on Schedule II of the Underwriting Agreement (together with the Preliminary Prospectus, the “Pricing Disclosure Package”) and the prospectus supplement dated November 14, 2008 (together with the Base Prospectus, the “Prospectus”). From time to time, we have had discussions with certain officers, directors and employees of the Company and Xcel Energy Inc.,

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a Minnesota corporation and the parent company of the Company, with representatives of Deloitte & Touche LLP, the independent registered public accounting firm who examined the financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, with the Underwriters and with counsel to the Underwriters concerning the information contained in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the proposed responses to various items in Form S-3. Based on the participation and discussions described above, we are of the view that the Registration Statement (including all information deemed to be part of and included therein pursuant to Rule 430B under the Securities Act, as of November 14, 2008 which is the date you have identified as the earlier of the date the Prospectus was first used or the date of the first contract of sale of any Debt Securities (such date, the “Effective Date”), and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, except that we express no view with respect to (i) the financial statements, financial schedules and other financial and statistical data included or incorporated by reference therein or (ii) the information referred to under the caption “Experts” as having been included or incorporated by reference therein on the authority of Deloitte & Touche LLP, as experts.

We have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness (except as and to the extent set forth in paragraph 6 above) of the information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Based on the participation and discussions described above, however, no facts have come to our attention that cause us to believe that the Registration Statement (including all information deemed to be part thereof and included therein pursuant to Rule 430B under the Securities Act), as of the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, that the Pricing Disclosure Package, as of 1:30 p.m. New York City time, on November 14, 2008 (which is the time that you have informed us was prior to the first contract of sale of any Debt Securities by the Underwriters), included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Prospectus, as of its date and as of the date hereof, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that we express no view with respect to (i) the financial statements, financial schedules and other financial and statistical data included or incorporated by reference therein or (ii) the information referred to under the caption “Experts” as having been included or incorporated by reference therein on the authority of Deloitte & Touche LLP, as experts.

The Registration Statement has become effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened by the Commission.

The Indenture has been qualified under the Trust Indenture Act.

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The opinions and views set forth above are subject to the following limitations, qualifications and assumptions:

We have assumed, for purposes of the opinions and views expressed herein, the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. For the purposes of the opinions and views expressed herein, we also have assumed that the Trustee has authorized, executed, authenticated and delivered the documents or securities to which it is a party and that each of such documents or securities is the valid, binding and enforceable obligation of the Trustee.

As to facts material to our opinions and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others, including the representations and warranties of the Company in the Underwriting Agreement. We have not independently verified such matters.

Our opinions set forth in paragraphs 1 and 2 above with respect to the enforceability of the documents or securities referred to in such opinions are subject to: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, good faith and fair dealing and the discretion of the court before which any proceeding may be brought; (iii) the qualification that we express no opinion as to the validity, binding effect or enforceability of any provision in any document or security relating to indemnification, contribution or exculpation that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation); and (iv) the qualification that to the extent any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the documents or securities referred to therein, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001), and that such enforceability may be limited by public policy considerations.

With respect to our opinions in paragraph 3, we express no opinion as to state securities or “blue sky” laws.

The statement above with respect to the effectiveness of the Registration Statement under the Securities Act is based solely on the Notice of Effectiveness relating to the Registration Statement as published by the Commission on its Web site on September 22, 2008.  In addition, the statement above with respect to no stop order suspending the effectiveness of the Registration Statement having been issued and no proceedings for that purpose being pending or threatened by the Commission are based solely on telephone conversations involving lawyers in our firm actively engaged in our representation of the Company in this matter and members of the staff of the Commission, and such statement is made as of the time of such conversations.

B-4

The opinions and views expressed herein are limited to (i) the federal securities laws of the United States of America and (ii) the laws of the State of New York, in each case as currently in effect, and we express no opinion or view as to the effect of the laws of any other jurisdiction on the opinions and views expressed herein. Our opinions and views are limited to those expressly set forth herein, and we express no opinion or view by implication.

This letter is furnished by us, to you, solely for the benefit of the Underwriters and solely with respect to the purchase of the Debt Securities from the Company by the Underwriters upon the understanding that we are not hereby assuming any professional responsibility to any other person whatsoever, and that this letter is not to be used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

JONES DAY

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EX-4.01

Exhibit 4.01

SOUTHWESTERN PUBLIC SERVICE COMPANY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of November 1, 2008

Supplementing the Indenture

Dated as of February 1, 1999

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2008 (this “Supplemental Indenture”) 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 BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as successor to THE CHASE MANHATTAN BANK and THE BANK OF NEW YORK MELLON, as Trustee (hereinafter called the “Trustee”), having its office at 700 S. Flower Street, Suite 500, Los Angeles, California 90017.

Recitals of the Issuer

The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, a First Supplemental Indenture, dated as of March 1, 1999, a Second Supplemental Indenture dated as of October 1, 2001, a Third Supplemental Indenture dated as of October 1, 2003, a Fourth Supplemental Indenture dated as of October 1, 2006 (such Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth 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.  Pursuant to Section 7.08 of the Indenture, JPMorgan Chase Bank, N.A. succeeded The Chase Manhattan Bank as trustee under the Indenture and The Bank of New York subsequently succeeded JPMorgan Chase Bank, N.A. as trustee under the Indenture.  The Bank of New York Mellon (formerly known as The Bank of New York) subsequently resigned as trustee and The Bank of New York Mellon Trust Company, N.A. was appointed as successor trustee under the Indenture.  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 the Issuer of a Series, to be titled Series G Senior Notes, 8.75% due 2018 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, legal and binding agreement of the Issuer, in accordance with its terms.

The Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

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

ARTICLE I.

ESTABLISHMENT OF SERIES G NOTES, 8.75% DUE 2018

Section 1.01.  The title of the series of the Securities established by this Supplemental Indenture shall be Series G Senior Notes, 8.75% due 2018  of the Issuer (hereinafter called the “Series G Notes”).  The Series G 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 G Notes shall be limited to $250,000,000 aggregate principal amount except as provided in Section 1.06 of this Supplemental Indenture.

Section 1.03.  The Series G 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 G Notes may surrender one or more Global Securities representing Series G Notes in exchange in whole or in part for individual Series G 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 Bank of New York Mellon Trust Company, N.A., as the 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 G Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the Series G Notes as actually executed, authenticated and delivered under the Indenture.

Section 1.06.  The Series G Notes may be reopened and additional Securities of Series G Notes may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series G Notes will contain the same terms (including the stated maturity and interest rate) as the other Series G Notes.  Any such additional Securities of Series G Notes, together with the other Series G Notes, shall constitute a single series for purposes of the Indenture.

Section 1.07. (a) So long as any Series G Notes are outstanding, the Issuer will not issue, assume, guarantee (including any contingent obligation to purchase) or permit to exist any Debt

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secured by any mortgage, security interest, pledge, or lien (herein referred to as a “Lien”) of or upon any Operating Property of the Issuer, whether owned at the date of the issuance of the Series G Notes or thereafter acquired, without in any such case effectively securing the outstanding Series G Notes (together with, if the Issuer shall so determine, any other Securities or Debt of or guaranteed by the Issuer ranking equally with, the Series G Notes) equally and ratably with such Debt; provided, however, that the foregoing restriction shall not apply to Debt secured by any of the following:

(1) Liens on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to subsequent repairs, alterations and improvements to that Operating Property), provided that such Lien as a result of such acquisition is not extended to property owned by the Issuer immediately prior thereto and is not created in contemplation of such acquisition;

(2) Liens on Operating Property of a corporation existing at the time such corporation is merged into or consolidated with the Issuer, or at the time of a sale, lease, or other disposition of the properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Issuer, provided that such Lien as a result of such merger, consolidation, sale, lease, or other disposition is not extended to property owned by the Issuer immediately prior thereto and is not created in contemplation of such merger, consolidation, sale, lease or other disposition;

(3) Liens on Operating Property to secure all or part of the cost of acquiring, constructing, developing, or substantially repairing, altering, or improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within eighteen (18) months after, such acquisition or completion of construction, development, or substantial repair, alteration, or improvement, provided that such Lien does not extend to any property owned by the Issuer other than the property so acquired, constructed or developed;

(4) Liens in favor of the United States of America or any State thereof, or any department, agency, or instrumentality or political subdivision of the United States of America or any State thereof, or for the benefit of holders of securities issued by any such entity, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, developing, or substantially repairing, altering, or improving the property subject to such Liens;

(5) Liens on Operating Property that existed  as of the date of issuance of the Series G Notes;

(6) Liens on Operating Property to secure all or part of the costs of purchasing, transporting and handling coal for the Issuer’s electric generating stations, whether or not such purchasing, transporting and handling operations are conducted through TUCO, Inc. or a similar third party, or directly by the Issuer and its affiliates, provided that the costs

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secured by such Liens shall not exceed $75 million in the aggregate at any time outstanding;

(7) Liens on Operating Property to secure all or part of the cost of financing of a project involving the development or expansion of property of the Issuer and  the obligee in respect of which has no recourse to the Issuer or any property of the Issuer other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the proceeds of such property or such project); and any refundings, refinancings and/or replacements of any such Debt by or with Debt described in clause (3) above; or

(8) any extension, renewal or replacement (or  successive  extensions, renewals, or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) to (7), inclusive; provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (1) to (7), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal, or replacement.

(b) Notwithstanding the provisions of Section 1.07(a), the Issuer may issue, assume, or guarantee Debt, or permit to exist Debt, secured by Liens which would otherwise be subject to the restrictions of Section 1.07(a) up to an aggregate principal amount that, together with the principal amount of all other Debt of the Issuer secured by Liens (other than Liens permitted by Section 1.07(a) that would otherwise be subject to the foregoing restrictions) and the Value of all Sale and Lease-Back Transactions in existence at such time (other than (i) any Sale and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted by Section 1.07(a), (ii) Sale and Lease-Back Transactions permitted by Section 1.08 because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 1.08, and (iii) Sale and Lease-Back Transactions as to which application of amounts has been made in accordance with clause (z) of Section 1.08), does not at the time exceed the greater of fifteen percent (15%) of Net Tangible Assets or fifteen percent (15%) of Capitalization.

(c) If at any time the Issuer shall issue, assume, or guarantee any Debt secured by any Lien and if Section 1.07(a) requires that the outstanding Series G Notes be secured equally and ratably with such Debt, the Issuer will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Series G Notes and deliver the same to the Trustee along with:

(1) an Officers’ Certificate stating that the covenant of the Issuer contained in Section 1.07(a) has been complied with; and

(2) an  Opinion of Counsel to the effect that the Issuer has complied with the covenant contained in Section 1.07(a), and that any instrument executed by the Issuer in the performance of such covenant complies with the requirements of such covenant.

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In the event that the Issuer shall hereafter secure outstanding Series G Notes equally and ratably with any other obligation or indebtedness (including other Securities) pursuant to the provisions of this Section 1.07, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may, in its sole and absolute discretion, deem advisable to enable it to enforce effectively the rights of the Holders of outstanding Series G Notes so secured, equally and ratably with such other obligation or indebtedness.

Section 1.08.  So long as any Series G Notes are outstanding, the Issuer will not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property if, in any case, the commitment by or on behalf of the purchaser is or was obtained more than eighteen (18) months after the later of (i) the completion of the acquisition, construction, or development of such Operating Property or (ii) the placing in operation of such Operating Property or of such Operating Property as constructed, developed, or substantially repaired, altered, or improved, unless (x) the Issuer would be entitled pursuant to Section 1.07(a) to issue, assume, guarantee or permit to exist Debt secured by a Lien on such Operating Property without equally and ratably securing the Series G Notes or (y) the Issuer would be entitled pursuant to Section 1.07(b), after giving effect to such Sale and Lease-Back Transaction, to incur $1.00 of additional Debt secured by Liens (other than Liens permitted by Section 1.07(a)) or (z) the Issuer shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof (but not less than the fair value (as determined by the Issuer’s Chief Financial Officer) of such Operating Property so leased) and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors) of the Operating Property so leased, to the retirement, within one hundred eighty (180) days after the effective date of such Sale and Lease-Back Transaction, of Securities or other Debt of the Issuer ranking equally with, the Series G Notes; provided, however, that any such retirement of Securities shall be in accordance with the terms and provisions of the Indenture and the Securities; provided, further, that the amount to be applied to such retirement of Securities or other Debt shall be reduced by an amount equal to the sum of (a) an amount equal to the redemption price with respect to Securities delivered within such one hundred eighty (180)-day period to the Trustee for retirement and cancellation and (b) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Issuer within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.

Section 1.09.      Definitions

For purposes of Section 1.07 and Section 1.08 of this Fifth Supplemental Indenture, the following terms shall have the following meanings:

“Capitalization” means the total of all the following items appearing on, or included in, the consolidated balance sheet of the Issuer: (i) liabilities for indebtedness maturing more than twelve (12) months from the date of determination; and (ii) common stock, preferred stock, premium on capital stock, capital surplus, capital in excess of par value, and retained earnings

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(however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock of the Issuer held in its treasury.

Except as provided above, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Issuer is engaged and that are approved by independent accountants regularly retained by the Issuer, and may be determined as of a date not more than (sixty) 60 days prior to the happening of an event for which such determination is being made.

The term “Debt” means any outstanding indebtedness for money borrowed evidenced by notes, debentures, bonds, or other securities, or guarantees of any debt.  “Debt” does not include, among other things, (i) indebtedness of such person under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (ii) any trade obligation or other obligations in the ordinary course of business, or (iii) obligations of such person under any lease agreement (including any lease intended as security), whether or not such obligations are required to be capitalized under generally accepted accounting principles.

The term “Net Tangible Assets” means the amount shown as total assets on the consolidated balance sheet of the Issuer, less the following: (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an asset on the Issuer’s consolidated balance sheet; and (ii) appropriate adjustments, if any, on account of minority interests.

Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Issuer is engaged and that are approved by the independent accountants regularly retained by the Issuer, and may be determined as of a date not more than (sixty) 60 days prior to the happening of the event for which such determination is being made.

The term “Operating Property” means (i) any interest in real property owned by the Issuer and (ii) any asset owned by the Issuer that is depreciable in accordance with generally accepted accounting principles, excluding in either case, any interest of the Issuer as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles.

The term “Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing to the Issuer of any Operating Property (except for temporary leases for a term, including any renewal or potential renewal thereof, of not more than forty-eight (48) months), which Operating Property has been or is to be sold or transferred by the Issuer to such person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date of issuance of the Series G Notes, and shall not include any transaction pursuant to which the Issuer sells Operating Property to, and thereafter purchases energy or services from, any entity if such transaction is ordered or authorized by any regulatory

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authority having jurisdiction over the Issuer or its operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any regulatory authority.

The term “Value” means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to the Issuer from the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (ii) the net book value of such property, as determined in accordance with generally accepted accounting principles by the Issuer at the time of entering into such Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of such Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of such term, without regard, in any case, to any renewal or extension options contained in such lease.

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.  All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

Section 2.02.  The Indenture, as supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 2.03.  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 2.04.  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 2.05.  The laws of the State of New York shall govern this Supplemental Indenture and the Series G Notes, unless federal law governs.

Section 2.06.  The Article headings herein are for convenience only and shall not affect the interpretation hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, and the Company has caused its corporate seal to be hereunto affixed and attested as of the 1^st day of November, 2008.

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:
			/s/ Benjamin G.S. Fowke III
			Name: Benjamin G.S. Fowke III
			Title: Vice President and Chief Financial
				Officer
		/s/ George E. Tyson II
		Name: George E. Tyson II
		Title: Vice President and Treasurer
[Seal]
Attest:
		/s/ Patrice D. Blaeser
		Name: Patrice D. Blaeser
		Title: Assistant Secretary
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:
	/s/ Melanee Young
	Authorized Signatory
	Name: Melanee Young
	Title: Vice President

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EXHIBIT A

CUSIP: 845743 BM4                                                                                                                                                   $ 250,000,000

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 COMPANY OR ITS AGENT 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 G Senior Notes, 8.75% due 2018

Southwestern Public Service Company promises to pay to Cede & Co. or registered assigns the principal sum of                      Dollars on December 1, 2018.

Interest Payment Dates:	June 1 and December 1
Record Dates:	May 15 and November 15

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SOUTHWESTERN PUBLIC SERVICE COMPANY

Series G Senior Notes, 8.75% due 2018

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 June 1 to the holder of record on May 15 and on December 1 to the holder of record on November 15 of each year commencing June 1, 2009.  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 November 19, 2008.  Interest will be computed on the basis of a 360-day year of twelve 30-day months and, with respect to any period less than a full calendar month, based on the actual number of days elapsed during such period.  In any case where any interest payment date or date on which the principal of this Note is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such interest payment date or date on which the principal of this Note is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this Note is required to be paid.  As used herein, “Business Day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Note are authorized or required by law, regulation or executive order to remain closed.

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.  So long as this Note is in book-entry only form and registered in the name of The Depository Trust Company, or a nominee thereof, as Depositary, the Company will wire any payments of principal, interest or premium to such Depositary.  Otherwise, 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.

The Bank of New York Mellon Trust Company, N.A., 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.

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4.  Indenture.

This Note is one of a series of securities issued under an Indenture dated as of February 1, 1999 (“Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as trustee (“Trustee”).  The terms of this Note include those stated in the Indenture including in the Fifth Supplemental Indenture dated as of November 1, 2008 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.  Optional 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 “make whole” redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (excluding the portion of any such interest accrued to the date fixed for redemption) discounted to the date fixed for redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus accrued and unpaid interest to the date fixed for redemption.

“Treasury Yield” means, for any date fixed for redemption, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date fixed for redemption. The Treasury Yield will be calculated by the Company on the third business day preceding the date fixed for redemption.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes 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.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average, as calculated by the Company, of the Reference Treasury Dealer Quotations for the date fixed for redemption, after excluding the highest and lowest Reference Treasury Dealer

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Quotations for the date fixed for redemption, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average, as calculated by the Company, of all of such quotations.

“Independent Investment Banker” means J.P. Morgan Securities Inc. or Wells Fargo Securities, LLC, their respective successors or, if such firms or their successors are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Reference Treasury Dealer” means (1) each of J.P. Morgan Securities Inc., and any other primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) designated by, and not affiliated with, J.P. Morgan Securities Inc., and its successors, provided, however, that if J.P. Morgan Securities Inc., or any of its designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with the Independent Investment Banker.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Independent Investment Banker, 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 Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding the date fixed for redemption.

If the Company elects to redeem less than all of the Notes of this series, the Trustee will select, in such manner as it deems fair and appropriate, the particular Notes of this series or portions of them to be redeemed.  On and after the date fixed for redemption (unless we default in the payment of the redemption price and interest accrued thereon to such date), interest on the Notes of this series or the portions of them so called for redemption will cease to accrue.

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.

The Notes of this series are not subject to a sinking fund.

6.  Notice of Redemption.

Notice of redemption will be mailed at least 30 days before the date fixed for redemption to the Holder hereof to be redeemed at such Holder’s registered address which, as long as the Notes are held in the book-entry only system, will be the Depository, its nominee or a successor depository.

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.

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7.  Denominations, Transfer, Exchange.

The Notes of this series are in registered form without coupons in denominations of multiples of $1,000.  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.

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 and shall initially be authenticated and delivered in the aggregate principal amount of  $250,000,000.  The Notes of this series may be reopened and additional Notes of this series may be issued in accordance with the terms of the Indenture.  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.

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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 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.

The Securityholders of a majority in principal amount of Notes of this series may, by notice to the Trustee, rescind an acceleration so long as the rescission would not conflict with any judgment or decree and if all existing events of default on the Notes of this series have been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration.

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 Bank of New York Mellon Trust Company, N.A., 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.

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.

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17.  Governing Law.  The Indenture and this Note are governed by the laws of the State of New York, unless federal law governs.

18.  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, c/o Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401, Attention:  Corporate Secretary.

A-7

	Dated:                    ,
	SOUTHWESTERN PUBLIC SERVICE COMPANY
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	Attest:
	By:
		Name:
		Title:
		(Seal)
Authenticated: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:
Authorized Signature
Name:
Title:

A-8

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)

A-9

EX-5.01

Exhibit 5.01

November 19, 2008

Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101

Jones Day
77 West Wacker Drive
Chicago, Illinois 60601

Re:$250,000,000 in Aggregate Principal Amount of Southwestern Public Service Company Series G Senior Notes, 8.75%, due 2018

Ladies and Gentlemen:

We are participating in the proceedings being had and taken in connection with the issuance and sale by Southwestern Public Service Company, a New Mexico corporation (herein called the “Company”), of $250,000,000 in aggregate in principal amount of the unsecured debt securities (herein called the “Debt Securities”).  We have examined all statutes, records, instruments and documents which, in our opinion, it is necessary to examine for the purpose of rendering the following opinion.

Based upon the foregoing, we are of the opinion that:

1.The Company was incorporated and is now a legally existing corporation under the laws of the State of New Mexico; has corporate power, right and authority to do business and to own property in that state, in the manner and as set forth in the Registration Statement, Form S-3 (File No. 333-153241); and has corporate power, right and authority to create, issue and sell the Debt Securities.

2.The Indenture dated as of February 1, 1999, as supplemented by various supplemental indentures (as supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, has been duly authorized,

executed and delivered by the Company under New Mexico law, does not violate the laws of New Mexico and constitutes a valid and binding obligation of the Company under New Mexico law.

3.When and if (a) the Supplemental Indenture relating to the Debt Securities is duly executed and delivered and (b) the Debt Securities are duly executed, authenticated and delivered, and the consideration for the Debt Securities has been received by the Company, all in the manner contemplated by said Registration Statement, the Debt Securities have been legally issued by the Company.

We hereby consent to the filing of this opinion as Exhibit 5.01 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement, and to the reference to us with respect to this opinion under the caption “Legal Opinions” in the prospectus constituting a part of the Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

HINKLE, HENSLEY, SHANOR &
MARTIN, LLP

2

EX-5.02

Exhibit 5.02

[Jones Day Letterhead]

November 19, 2008

Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101

Re: $250,000,000 in Aggregate Principal Amount of Southwestern Public Service Company Series G Senior Notes, 8.75% due 2018

Ladies and Gentlemen:

We have acted as counsel for Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with the issuance and sale of $250,000,000 in aggregate principal amount of Series G Senior Notes, 8.75% due 2018 (the “Notes”) pursuant to the Underwriting Agreement, dated as of November 14, 2008 (the “Underwriting Agreement”), entered into by and between the Company and J.P. Morgan Securities Inc., acting as representative of the several underwriters named therein (collectively, the “Underwriters”).  The Notes will be issued pursuant to the Indenture, dated as of February 1, 1999 (the “Original Indenture”), as supplemented, by and between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (the “Trustee”), and the Fifth Supplemental Indenture, dated as of November 1, 2008, by and between the Company and the Trustee (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed necessary for purposes of such opinion.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, assuming the Notes, when they are executed by the Company and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company.

The opinion set forth above is subject to the following limitations, qualifications and assumptions:

For the purposes of the opinion expressed herein, we have assumed that (i) the Notes have been duly authorized by the Company and (ii) the Supplemental Indenture has been duly executed and delivered by the Company.  We also have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

We have further assumed that (i) the Company is a corporation existing and in good standing under the laws of the State of New Mexico, has all requisite power and authority, has obtained all requisite organizational, third party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform its obligations under the Indenture and the Notes; (ii) such execution, delivery and

performance did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties; and (iii) the Indenture (a) has been (1) duly authorized by the Company and (2) executed and delivered by the Company under the laws of the State of New Mexico, (b) does not violate the laws of New Mexico and (c) constitutes a valid and binding obligation of the Company under New Mexico law.

The opinion expressed herein is limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

The opinion expressed herein is limited to the laws of the State of New York, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.02 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3, as amended (Reg. No. 333-153241) (the “Registration Statement”), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Opinions” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

2

EX-12.01

Exhibit 12.01

STATEMENT OF COMPUTATION OF

RATIO OF EARNINGS TO FIXED CHARGES

(Thousands of Dollars)

	Proforma				Proforma		Year Ended December 31,
	YTD 9/08		YTD 9/08		2007		2007		2006		2005		2004		2003
Earnings as defined:
Pretax income from continuing operations	$	34,962	$	45,627	$	38,242	$	55,596	$	76,040	$	100,178	$	86,136	$	133,634
Add: Fixed charges	53,847		43,182		74,601		57,247		56,849		55,510		54,489		55,561
Earnings as defined	$	88,809	$	88,809	$	112,843	$	112,843	$	132,889	$	155,688	$	140,625	$	189,195
Fixed charges:
Interest charges	$	52,328	$	41,663	$	72,615	$	55,261	$	55,739	$	54,084	$	53,528	$	48,304
Interest component of operating leases	1,519		1,519		1,986		1,986		1,110		1,426		961		1,085
Distributions on redeemable preferred securities of subsidiary trust	—		—		—		—		—		—		—		6,172
Total fixed charges	$	53,847	$	43,182	$	74,601	$	57,247	$	56,849	$	55,510	$	54,489	$	55,561
Ratio of earnings to fixed charges
	1.6		2.1		1.5		2.0		2.3		2.8		2.6		3.4