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): June 6, 2024

Southwestern Public Service Company

(Exact name of registrant as specified in its charter)

New Mexico

(State or other jurisdiction of incorporation)

001-03789	75-0575400
(Commission File Number)	(IRS Employer Identification No.)
790 South Buchanan, 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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 6, 2024, Southwestern Public Service Company, a New Mexico corporation (“SPS”), issued $600,000,000 in aggregate principal amount of 6.00% First Mortgage Bonds, Series No. 11 due 2054 (the “Bonds”) pursuant to an Underwriting Agreement among SPS and Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as the representatives of the several underwriters named therein. The Bonds are being issued pursuant to the registration statement on Form S-3 (File No. 333-278797-01) (the “Registration Statement”). A prospectus supplement relating to the offering and sale of the Bonds was filed with the Securities and Exchange Commission on June 4, 2024. The Bonds will be governed by the Indenture, dated as of August 1, 2011, by and between SPS and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, as supplemented by Supplemental Indenture No. 11 dated as of May 15, 2024.

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	Description
4.01	Indenture dated as of August 1, 2011 between Southwestern Public Service Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee (incorporated by reference to a Current Report on Form 8-K filed by SPS on August 10, 2011).
4.02	Supplemental Indenture No. 11 dated as of May 15, 2024 between Southwestern Public Service Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as Trustee, creating 6.00% First Mortgage Bonds, Series No. 11 due 2054.
4.03	Form of 6.00% First Mortgage Bonds due 2054 (included in Exhibit 4.02).
5.01	Opinion of Faegre Drinker Biddle & Reath LLP as to the legality of the securities.
5.02	Opinion of Snell & Wilmer, L.L.P. as to the legality of the securities.
5.03	Opinion of Graves, Dougherty, Hearon & Moody, P.C. as to the legality of the securities.
23.01	Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.01).
23.02	Consent of Snell & Wilmer, L.L.P. (included in Exhibit 5.02).
23.03	Consent of Graves, Dougherty, Hearon & Moody, P.C. (included in Exhibit 5.03)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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/ Paul A. Johnson
Name:	Paul A. Johnson
Title:	Vice President and Treasurer

Date: June 6, 2024

EX-4.02

Exhibit 4.02

SUPPLEMENTAL INDENTURE

(First Mortgage Bonds)

SOUTHWESTERN PUBLIC SERVICE COMPANY

TO

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(successor to U.S. Bank National Association),

as Trustee

This Instrument Grants A Security Interest By A Utility.

This Instrument Contains After-Acquired Property Provisions.

The following addresses for the parties to this Supplemental Indenture No. 11 are set out in Section 108 of the Indenture hereinafter referred to:

Trustee:	Company:
U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) U.S. Bank Corporate Trust Services 60 Livingston Avenue, EP-MN-WS3C St. Paul, MN 55107-2292 Facsimile No. 651-495-8097 Attention: Joshua A. Hahn	Southwestern Public Service Company 790 South Buchanan Amarillo, Texas 79101

Supplemental Indenture No. 11

Dated as of May 15, 2024

Supplemental to the Indenture

dated as of August 1, 2011

Filed as Texas Utility Security Instrument File No. 11-0022610194

as supplemented by Supplemental Indentures filed with the Texas Secretary of State

Filed with New Mexico Secretary of State on August 2, 2011, as Public Utility Filing No. 599,

as supplemented by Supplemental Indentures filed with the New Mexico Secretary of State

Establishing the Securities of Series No. 11,

Designated 6.00% First Mortgage Bonds, Series No. 11 due 2054

SUPPLEMENTAL INDENTURE NO. 11, dated as of May 15, 2024 between SOUTHWESTERN PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws of the State of New Mexico (hereinafter sometimes called the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (as successor to U.S. Bank National Association) (hereinafter sometimes called the “Trustee”) under the Indenture, dated as of August 1, 2011 (hereinafter called the “Original Indenture”), as previously supplemented and as further supplemented by this Supplemental Indenture No. 11. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the “Indenture.”

Recitals of the Company

The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Original Indenture has been filed in the office of the Secretary of State of the State of New Mexico and in the office of the Secretary of State of the State of Texas, and notices with respect to such filings have been recorded in each county in New Mexico and each county in Texas in which the Company owns real property that is used or intended to be used in or in connection with the Electric Utility Business, as more fully set forth in Schedule A hereto.

The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule B hereto for the purpose of establishing a series of securities.

The Company desires to establish a new series of Securities to be designated “6.00% First Mortgage Bonds, Series No. 11 due 2054,” such series of Securities to be hereinafter sometimes called “Series No. 11.”

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 11 to establish the Securities of Series No. 11 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 11 a valid agreement of the Company, and to make the Securities of Series No. 11 valid obligations of the Company, have been performed.

Granting Clauses

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 11 WITNESSETH, that, in consideration of the premises and of the purchase of the Securities by the Holders thereof, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants contained therein and in the Indenture and to declare the terms and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in and lien on, the following:

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Granting Clause First

All right, title and interest of the Company, as of the date of the execution and delivery of this Supplemental Indenture No. 11, in and to all property (other than Excepted Property), real, personal and mixed, located in the State of Texas or in the State of New Mexico and used or intended to be used in or in connection with the Electric Utility Business (whether or not such use is the sole use of such property), including all right, title and interest of the Company in and to the following property (other than Excepted Property) so located and so used or intended to be so used: (a) all real property owned in fee, easements, servitudes, rights of way and other rights and interests in or relating to real property used or intended to be used in or in connection with the Electric Utility Business or relating to the occupancy or use of such real property, including but not limited to that described in Schedule C hereto, provided that the Lien hereof shall not extend to or encumber the fee owner’s interest in any land or interest in land in which the Company holds only a leasehold interest; (b) all plants, generators, turbines, engines, boilers, fuel handling and transportation facilities, air and water pollution control and sewage and solid waste disposal facilities, whether or not control or disposal of such substances is the exclusive function or purpose of such facilities, and other machinery and facilities for the generation of electric energy; (c) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (d) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (e) all buildings, offices, warehouses and other structures used or intended to be used in or in connection with the Electric Utility Business; (f) all pipes, cables, insulators, ducts, tools, computers and other data processing and/or storage equipment and other equipment, apparatus and facilities used or intended to be used in or in connection with the Electric Utility Business; (g) any or all of the foregoing properties in the process of construction; and (h) all other property, of whatever kind and nature, ancillary to or otherwise used or intended to be used in conjunction with any or all of the foregoing or otherwise, directly or indirectly, in furtherance of the Electric Utility Business;

Granting Clause Second

Subject to the applicable exceptions permitted by Section 709(d), Section 1203 and Section 1205 of the Original Indenture, all right, title and interest of the Company in and to all property (other than Excepted Property) of the kind and nature described in Granting Clause First which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the date of the execution and delivery of this Supplemental Indenture No. 11 shall be as fully embraced within and subjected to the Lien hereof as if such property were owned by the Company as of the date of the execution and delivery of this Supplemental Indenture No. 11;

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Granting Clause Third

All other property of whatever kind and nature subjected or required to be subjected to the Lien of the Indenture by any of the provisions thereof;

Excepted Property

Expressly excepting and excluding, however, from the Lien and operation of the Indenture all Excepted Property of the Company, whether now owned or hereafter acquired;

TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever;

SUBJECT, HOWEVER, to (a) Existing Liens, (b) Acquisition Liens, (c) Retained Interests and (d) any other Permitted Liens;

IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security;

PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Eight of the Original Indenture; otherwise the Indenture, and the estate and rights thereby granted shall be and remain in full force and effect; and

THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:

ARTICLE ONE

Securities of Series No. 11

There are hereby established the Securities of Series No. 11 which shall have the terms and characteristics set forth below (the lettered subdivisions set forth below corresponding to the lettered subdivisions of Section 301 of the Original Indenture):

(a) the title of the Securities of Series No. 11 shall be “6.00% First Mortgage Bonds, Series No. 11 due 2054”;

(b) the Securities of Series No. 11 shall initially be authenticated and delivered in the aggregate principal amount of $600,000,000. The Securities of Series No. 11 may be reopened and additional Securities of Series No. 11 may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series No. 11 will contain the same terms (including the Stated Maturity and interest payment terms), except for the public offering price, the issue date and, if applicable, the first interest accrual and payment dates, as the other Securities of Series No. 11. Any such additional Securities of Series No. 11, together with the Securities of Series No. 11 initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $800,000,000;

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(c) interest on the Securities of Series No. 11 shall be payable to the Persons in whose names such Securities (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of such Securities attached as Exhibit A hereto;

(d) the principal of the Securities of Series No. 11 shall be payable on June 1, 2054, the Stated Maturity for Series No. 11;

(e) the Securities of Series No. 11 shall bear interest at a rate of 6.00% per annum; interest shall accrue on the Securities of Series No. 11 from June 6, 2024 or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be June 1 and December 1 in each year, commencing December 1, 2024 and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be May 15 and November 15 in each year, respectively (whether or not a Business Day);

(f) the Corporate Trust Office of U.S. Bank Trust Company, National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 11 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust Company, National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer’s Certificates, its office in Minneapolis, Minnesota as any such place or itself as the Security Registrar;

(g) the Securities of Series No. 11 shall be redeemable at the option of the Company at any time prior to their maturity at the redemption prices and in accordance with the notice requirements specified in the form of such Securities attached as Exhibit A hereto;

(h) not applicable;

(i) the Securities of Series No. 11 shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof;

(j) not applicable;

(k) not applicable;

(l) not applicable;

(m) not applicable;

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(n) not applicable;

(o) not applicable;

(p) not applicable;

(q) the Securities of Series No. 11 are to be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (the “Depositary”). Such Securities shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows:

(i) such Securities may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and

(ii) such Securities may be exchanged for definitive Securities registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if:

(A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Securities or the Depositary has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to such Securities; or

(B) the Company shall have delivered to the Trustee a Company Order to the effect that such Securities shall be so exchangeable on and after a date specified therein; or

(C) (1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 1002 of the Original Indenture and (3) there shall have been delivered to the Company and the Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of such Securities in respect thereof will be materially impaired unless such owners become Holders of definitive Securities;

(r) not applicable;

(s) no service charge shall be made for the registration of transfer or exchange of the Securities of Series No. 11; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange or transfer;

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(t) not applicable; and

(u) (i) If the Company shall have caused the Company’s indebtedness in respect of any Securities of Series No. 11 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 801 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 801 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company’s indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and United States Treasury regulations thereunder.

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(ii) Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to otherwise furnish any of the information contemplated therein if the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred.

(iii) Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 11 to be deemed to have been paid for purposes of the Indenture, as provided in Section 801 of the Original Indenture, but shall not have affected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section.

The Securities of Series No. 11 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form.

ARTICLE TWO

Miscellaneous Provisions

This Supplemental Indenture No. 11 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 11, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 11 shall together constitute one and the same instrument.

If any provision of this Supplemental Indenture No. 11 limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c), such imposed duties shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 11 to be duly executed as of the day and year first above written.

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:	/s/ Paul A. Johnson
	Name: Paul A. Johnson
	Its: Vice President and Treasurer

STATE OF MINNESOTA	)
	)	ss.
COUNTY OF SCOTT	)

This instrument was acknowledged before me on the 29^th day of May, 2024, by Paul A. Johnson, the Vice President and Treasurer of Southwestern Public Service Company, a New Mexico corporation, on behalf of said corporation.

/s/ Kristin Lynn Westlund

Name: Kristin Lynn Westlund

Notary Public, State of Minnesota

My commission expires: January 31, 2026

(Seal, if any)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee
By:	/s/ Joshua A. Hahn
	Name: Joshua A. Hahn
	Its:   Vice President

STATE OF MINNESOTA	)
	)	ss.
COUNTY OF RAMSEY	)

This instrument was acknowledged before me on the 29^th day of May 2024, by Joshua A. Hahn, a Vice President of U.S. Bank Trust Company, National Association, a national banking association, on behalf of said national banking association.

	/s/ Kristi M. Pardee
	Name: Kristi M. Pardee Notary Public, State of Minnesota My commission expires: January 31, 2026

(Seal, if any)

EXHIBIT A

FORM OF SECURITY

(See legend at the end of this Security for

restrictions on transfer)

SOUTHWESTERN PUBLIC SERVICE COMPANY

6.00% First Mortgage Bond, Series No. 11 due 2054

Original Interest Accrual Date:	June 6, 2024
Interest Rate:	6.00% per annum
Stated Maturity:	June 1, 2054
Interest Payment Dates:	June 1 and December 1
Regular Record Dates:	May 15 and November 15
CUSIP No.:	845743 BX0

This Security is not a Discount Security

within the meaning of the within-mentioned Indenture

Principal Amount		Registered No.
$

SOUTHWESTERN PUBLIC SERVICE COMPANY, a corporation duly organized and existing under the laws of the State of New Mexico (herein called the “Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to

, or registered assigns, the principal sum of

Dollars on the Stated Maturity specified above, and to pay interest thereon from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates specified above in each year, commencing December 1, 2024 and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid in such other manner as permitted by the Indenture.

Payment of the principal of this Security and interest hereon at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust Company, National Association in New York, New York, or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person. Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and issuable in one or more series under and equally secured by an Indenture, dated as of August 1, 2011 (the “Original Indenture” and such Indenture as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), between the Company and U.S. Bank Trust Company, National Association as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above.

If any Interest Payment Date, any Redemption Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date, such Redemption Date or Stated Maturity, as the case may be, to such Business Day.

Prior to December 1, 2053 (six months prior to the Stated Maturity) (the “Par Call Date”), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Securities of this series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points less (b) interest accrued to the Redemption Date, and

(2) 100% of the principal amount of the Securities of this series to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

On or after the Par Call Date, the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:

(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or

(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury

securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price.

In lieu of the time periods set forth in Section 504 of the Original Indenture, notices of redemption with respect to the Securities shall be given not less than 10 days nor more than 60 days prior to the Redemption Date.

If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company’s entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient to pay when due the principal of and interest on this Security when due.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the corporate office of U.S. Bank Trust Company, National Association in New York, New York, or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only as registered Securities, without coupons, and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of the same series, of any authorized denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender of the Security or Securities to be exchanged at the office of U.S. Bank Trust Company, National Association in New York, New York, or such other office or agency as may be designated by the Company from time to time.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act of 1939, as then in effect or any successor statute shall be applicable and except to

the extent that the law of any jurisdiction wherein any portion of the property mortgaged pursuant to the Indenture or any indenture supplemental thereto is located shall mandatorily govern the attachment, perfection, priority or enforcement of the lien of the Indenture and all indentures supplemental thereto with respect to such portion of the mortgaged property.

As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which the offices of the Trustee 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 Security, are generally authorized or required by law or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities.

Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

SOUTHWESTERN PUBLIC SERVICE COMPANY

By:

Name:	Paul A. Johnson
Its:	Vice President and Treasurer

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By
	Authorized Officer

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), 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 DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), 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.

This Security may not be transferred or exchanged, nor may any purported transfer be registered, except (i) this Security may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by Cede & Co., as nominee for DTC (the “Depositary”), to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and (ii) this Security may be exchanged for definitive Securities registered in the respective names of the beneficial holders hereof, and thereafter shall be transferable without restrictions if: (A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to the Securities and the Trustee shall not have been notified by the Company within ninety (90) days of the identity of a successor securities depositary with respect to the Securities; or (B) the Company shall have delivered to the Trustee a Company Order to the effect that the Securities shall be so exchangeable on and after a date specified therein or (C) (1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 1002 of the Original Indenture and (3) there shall have been delivered to the Company and the Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of such Securities in respect thereof will be materially impaired unless such owners become Holders of definitive Securities.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

[please insert social security or other identifying number of assignee]

[please print or typewrite name and address of assignee]

the within Security of SOUTHWESTERN PUBLIC SERVICE COMPANY and does hereby irrevocably constitute and appoint    , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated:            

Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever.

SCHEDULE A

TEXAS COUNTY RECORDINGS

The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, Trustee (predecessor-in-interest to U.S. Bank Trust Company, National Association, the current Trustee), was filed with the Secretary of State of the State of Texas on August 2, 2011 as Utility Security Instrument No. 11-0022610194.

In accordance with Texas Business and Commerce Code Section 261.011, a Notice of Utility Security Instrument Affecting Real Property was thereafter recorded in each Texas county in which any of the Mortgaged Property consisting of real property was located as of the Effective Date of such Indenture. The following table sets forth recording information relating to the recordation, in each of the specified Texas counties, of such Notice of Utility Security Instrument Affecting Real Property:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Andrews	8/3/11	112770	N/A	N/A
Armstrong	8/3/11	2011276	53	790
Bailey	8/3/11	201100016286	N/A	N/A
Borden	8/3/11	111124	N/A	N/A
Briscoe	8/3/11	11271	N/A	N/A
Carson	8/3/11	1100000862	N/A	N/A
Castro	8/3/11	59278	335	796
Cochran	8/3/11	13897	N/A	N/A
Cottle	8/3/11	2011-291	194	708
Crosby	8/3/11	235843	N/A	N/A
Dallam	8/2/11	164351	149	384
Deaf Smith	8/3/11	1493	N/A	N/A
Ector	8/3/11	201100011005	N/A	N/A

Schedule A-1

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Floyd	8/3/11	110857	N/A	N/A
Foard	8/3/11	68419	247	71
Gaines	8/3/11	20113945	N/A	N/A
Garza	8/3/11	111229	N/A	N/A
Gray	8/3/11	019194	N/A	N/A
Hale	8/3/11	2011002855	N/A	N/A
Hansford	8/3/11	78454	382	511
Hartley	8/3/11	100087	N/A	N/A
Hemphill	8/3/11	059371	N/A	N/A
Hockley	8/3/11	00002996	N/A	N/A
Hutchinson	8/3/11	343845	1664	137
Lamb	8/3/11	1442	N/A	N/A
Lipscomb	8/3/11	N/A	502	782
Lubbock	8/3/11	2011026116	N/A	N/A
Lynn	8/3/11	20112298	N/A	N/A
Midland	8/3/11	15266	N/A	N/A
Moore	8/2/11	0176902	702	18
Motley	8/3/11	N/A	102	237
Ochiltree	8/3/11	95434	N/A	N/A
Oldham	8/3/11	11429	N/A	N/A
Parmer	8/3/11	51211	N/A	N/A
Potter	8/2/11	01200092	N/A	N/A
Randall	8/2/11	2011012189	N/A	N/A
Roberts	8/3/11	044416	N/A	N/A

Schedule A-2

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Sherman	8/3/11	23551	297	756
Swisher	8/3/11	2011-0678	392	314
Terry	8/3/11	252458	N/A	N/A
Wheeler	8/3/11	N/A	640	738
Wilbarger	8/3/11	00112766	636	602
Yoakum	8/3/11	20111463	N/A	N/A
Andrews	5/24/22	24-1757	N/A	N/A
Armstrong	5/24/22	2022261	89	612
Bailey	5/24/22	2022-26816	345	88
Borden	5/24/22	20220842	N/A	N/A
Briscoe	5/24/22	20220000146	N/A	N/A
Carson	5/24/22	2022-00000616	774	240
Castro	5/24/22	72507	427	5
Cochran	5/24/22	27349	386	240
Cottle	5/24/22	2022-259	223	063
Crosby	5/24/22	248200	N/A	N/A
Dallam	5/24/22	178876	149	384
Deaf Smith	5/24/22	1157	N/A	N/A
Ector	5/24/22	11334	N/A	N/A
Floyd	5/24/22	2022000386	146	0314
Foard	5/24/22	74509	N/A	N/A
Gaines	5/24/22	2022-03022	N/A	N/A
Garza	5/24/22	220499	385	0893
Gray	5/24/22	0228546	N/A	N/A

Schedule A-3

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Hale	5/24/22	2022-001775	N/A	N/A
Hansford	5/24/22	93529	491	506
Hartley	5/24/22	202200448	N/A	N/A
Hemphill	5/24/22	077766	N/A	N/A
Hockley	5/24/22	202200001913	N/A	N/A
Hutchinson	5/24/22	00382138	2290	249
Lamb	5/24/22	2022-00001059	813	656
Lipscomb	5/24/22	069231	N/A	N/A
Lubbock	5/24/22	2022025566	N/A	N/A
Lynn	5/24/22	2022-0976	N/A	N/A
Midland	5/24/22	15559	N/A	N/A
Moore	5/24/22	0208078	874	480
Motley	5/24/22	20220000157	124	0425
Ochiltree	5/24/22	2022-879	N/A	N/A
Oldham	5/24/22	20220157	258	318
Parmer	5/24/22	65290	N/A	N/A
Potter	5/24/22	7427	N/A	N/A
Randall	5/24/22	2022011089	N/A	N/A
Roberts	5/24/22	052213	372	64
Sherman	5/24/22	33228	N/A	N/A
Swisher	5/24/22	2022-00556	N/A	N/A
Terry	5/24/22	33228	N/A	N/A
Wheeler	5/24/22	59999	775	116
Wilbarger	5/24/22	00138856	759	763
Yoakum	5/24/22	2022-1202	N/A	N/A

Schedule A-4

*

NEW MEXICO COUNTY RECORDINGS

The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, Trustee (predecessor-in-interest to U.S. Bank Trust Company, National Association, the current Trustee), was filed with the Secretary of State of the State of New Mexico on August 2, 2011 under the Public Utility Act, receiving Public Utility Filing No. 599. Concurrently with such filing, a Uniform Commercial Code financing statement, to which a copy of such Indenture was appended as an exhibit, was filed in the Uniform Commercial Code records of the Secretary of State of the State of New Mexico on August 2, 2011 as UCC Filing No. 20110012866J.

In accordance with New Mexico Statutes Annotated, 1978, Section 62-13-11, a Notice of Filing of Indenture with New Mexico Secretary of State, to which a copy of such Indenture was appended as an exhibit, was thereafter recorded in each New Mexico county in which any of the Mortgaged Property consisting of real property was located as of the Effective Date of such Indenture. The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of such Notice of Filing of Indenture with New Mexico Secretary of State:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	8/3/11	340593	N/A	N/A
Curry	8/3/11	110005245	N/A	N/A
Eddy	8/3/11	1107879	N/A	N/A
Lea	8/3/11	33578	N/A	N/A
Quay	8/3/11	201108030006	N/A	N/A
Roosevelt	8/3/11	20112258	N/A	N/A

Schedule A-5

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 1:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	8/8/11	340698	N/A	N/A
Curry	8/8/11	110005352	N/A	N/A
Eddy	8/8/11	1107998	N/A	N/A
Lea	8/8/11	33734	N/A	N/A
Quay	8/8/11	201108080003	N/A	N/A
Roosevelt	8/8/11	20112316	N/A	N/A

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 2:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	6/18/14	389726	N/A	N/A
Curry	6/18/14	157778190	N/A	N/A
Eddy	6/18/14	1824479	N/A	N/A
Lea	6/18/14	39612	N/A	N/A
Quay	6/18/14	20149266515	N/A	N/A
Roosevelt	6/18/14	20141875	N/A	N/A

Schedule A-6

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 3:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	6/18/14	389727	N/A	N/A
Curry	6/18/14	157778191	N/A	N/A
Eddy	6/18/14	1824480	N/A	N/A
Lea	6/18/14	39613	N/A	N/A
Quay	6/18/14	20149266516	N/A	N/A
Roosevelt	6/18/14	20141876	N/A	N/A

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 4:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	8/19/16	407833	N/A	N/A
Curry	8/19/16	189674134	N/A	N/A
Eddy	8/19/16	22399408	N/A	N/A
Lea	8/19/16	411897	N/A	N/A
Quay	8/19/16	20167359981	N/A	N/A
Roosevelt	8/19/16	20162074	N/A	N/A

Schedule A-7

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 5:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	8/17/17	410921	N/A	N/A
Curry	8/17/17	202655927	N/A	N/A
Eddy	8/17/17	28402333	N/A	N/A
Lea	8/17/17	422035	N/A	N/A
Quay	8/17/17	20176648665	N/A	N/A
Roosevelt	8/17/17	20174088	N/A	N/A

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 6:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	11/9/2018	421224	N/A	N/A
Curry	11/9/2018	238400985	N/A	N/A
Eddy	11/9/2018	30117445	N/A	N/A
Lea	11/9/2018	428097	N/A	N/A
Quay	11/9/2018	2018742751	N/A	N/A
Roosevelt	11/9/2018	20188167	N/A	N/A

Schedule A-8

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 7:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	6/24/2019	587629	N/A	N/A
Curry	6/24/2019	296613778	N/A	N/A
Eddy	6/24/2019	38230015	N/A	N/A
Lea	6/24/2019	499118	N/A	N/A
Quay	6/24/2019	2019263318	N/A	N/A
Roosevelt	6/24/2019	20195502	N/A	N/A

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 8:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	5/28/20	601136	N/A	N/A
Curry	5/28/20	302849885	N/A	N/A
Eddy	5/22/20	39694827	N/A	N/A
Lea	5/27/20	501778	N/A	N/A
Quay	5/20/20	2020744582	N/A	N/A
Roosevelt	5/29/20	20206889	N/A	N/A

Schedule A-9

The following table sets forth recording information relating to the recordation, in each of the specified New Mexico counties, of a Notice of Filing of Supplemental Indenture with the New Mexico Secretary of State with respect to Supplemental Indenture No. 9:

COUNTY	DATE	RECEPTION NUMBER	BOOK/FILM	PAGE
Chaves	09/28/2022	202207117	N/A	N/A
Curry	09/28/2022	202206670	N/A	N/A
Eddy	09/28/2022	2210759	N/A	N/A
Lea	10/03/2022	27124	2201	564
Quay	09/29/2022	202209290011	N/A	N/A
Roosevelt	09/28/2022	20222493	N/A	N/A

Schedule A-10

SCHEDULE B

Date of Supplemental Indenture	Series of Bonds	Principal Amount Issued		Principal Amount Outstanding
August 3, 2011	1	$	400,000,000	$	400,000,000
June 1, 2014	2	$	250,000,000	$	0
June 1, 2014	3	$	350,000,000	$	350,000,000
August 1, 2016	4	$	300,000,000	$	300,000,000
August 1, 2017	5	$	450,000,000	$	450,000,000
October 1, 2018	6	$	300,000,000	$	300,000,000
June 1, 2019	7	$	300,000,000	$	300,000,000
May 1, 2020	8	$	600,000,000	$	600,000,000
May 1, 2022	9	$	200,000,000	$	200,000,000
August 21, 2023	10	$	100,000,000	$	100,000,000

Schedule B-1

SCHEDULE C

DESCRIPTION OF PROPERTY

A. FEE TITLE

The property referred to in Granting Clause Second of the Indenture includes, without limitation, the Company’s right, title and interest in and to the land acquired by the Company including the lands described in the following deeds into the Company and referenced recorded documents (the “Lands”), together with all property related, used or appurtenant thereto of the kind and nature described in Granting Clause First (other than Excepted Property) (“Fee Title”):

The following properties are in the State of Texas:

Dallam County, Texas

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
5283	Ashby Substation	Document No. 000000180206, Official Public Records, Dallam County, Texas executed by Kelly Carson as Exalted Ruler of The Benevolent and Protective Order of Elks of Dalhart, Texas, A/K/A The Benevolent and Protective Order of Elks, Dalhart Lodge Number 2390, dated June 30, 2023 and recorded June 30, 2023.

as to the following property:

A 3.03 ± acre tract of land out of Section 5, Block 48, H. & T.C. R.R. Co. Survey, Dallam County, Texas, further being out of a tract of land being described in that certain instrument recorded in Volume 182, Page 119, as filed in the Office of the County Clerk of Dallam County, Texas, having been surveyed on the ground by Furman Land Surveyors, Inc. and being described by metes and bounds as follows:

(Bearings and Distances are Grid UTM Coordinate System-Zone 13N, NAD (1983) using GPS relative positioning techniques based on Network RTK. Combined Scale Factor = 1.00003555)

COMMENCING at a spike marked “Survey Marker” found and accepted for the Southwest corner of said Section 5, from whence a spike marked “Survey Marker” found and accepted for the Southeast corner of said Section 5, bears N. 88° 28’ 55” E. (Base Line) 5296.27 feet;

THENCE, N. 88° 28’ 55” E. 2610.20 feet along the South line of said Section 5 to a point;

THENCE, N. 01° 39’ 57” W. 50.00 feet to a ¹/₂ inch iron rod with cap stamped “FURMAN RPLS” set for the Southeast and BEGINNING CORNER of this tract of land in the North Right-of-Way line of F.M. 297 (1st Street) and the West Right-of-Way line of Jefferson Avenue as monumented on the ground;

Schedule C-1

THENCE, S. 88° 28’ 55” W. 370.40 feet along said North Right-of-Way line to a¹/₂ inch iron rod with cap stamped “FURMAN RPLS” set for the Southwest corner of this tract of land;

THENCE, N. 01° 39’ 57” W. 356.85 feet to a ¹/₂ inch iron rod with cap stamped “FURMAN RPLS” set for the Northwest corner of this tract of land and in the South line of a tract of land described in that certain instrument in Default Judgment Case No. 12747, as filed in the Office of the County Clerk of Dallam County, Texas;

THENCE, N. 88° 28’ 55” E. 370.40 feet along the common line of this tract of land and said tract of land described in Default Judgment Case No. 12747, to a ¹/₂ inch iron rod with cap “GALLEGLY 2241” found in the West Right-of-Way line of Jefferson Avenue as monumented on the ground, from whence a 1/2 inch iron rod with cap “GALLEGLY 2241” bears N. 01° 39’ 57” W. 60.01 feet;

THENCE, S. 01° 39’ 57” E. 356.85 feet along said West Right-of-Way line to the PLACE OF BEGINNING; and

containing 3.03 acres of land, more or less.

Moore County, Texas

The description of SPS 765 Dumas South in Moore County, Texas is amended to add the below Tract 2 to the description.

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
765	Dumas South	Tract 1: Volume 95, Page 10 et seq., Deed Records, Moore County, Texas, dated August, 26, 1946, and recorded August 29, 1946, executed by West Texas Utilities Company, SAVE AND EXCEPT partial divesting deed to City of Dumas recorded at Volume 97, Page 560 et seq., dated May 15, 1947, and recorded May 16, 1947 Tract 2: Volume 206, Page 401 et. seq., Official Public Records, Moore County, Texas, executed by Iowa State Bank, Executrix of the Estate of Evelyn E. Nicholson, Deceased, et al, dated September 2, 2010, and recorded October 28, 2010

Tract 1: East half of Lots 13 through 18, Block 162, Town of Dumas, Moore County, Texas.

Tract 2: Lots 13 through 21, Block 107, and Lots 25 through 23, Block 135, in Wildorado, Moore County, Texas.

Schedule C-2

Potter County, Texas

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
5285	McDowell Creek Substation	Document No. 2023 OPR 0013900, Official Public Records, Potter County, Texas executed by the J B Lane, Trustee of the Melinda Hagy Revocable Trust # 1999 and Bank of America, N.A., as Guardian of the Estate of Eliza Ann Hagy, dated July 13, 2023 to be effective November 3, 2023 and recorded November 13, 2023,

as to the following property:

A tract of land out of Section 72, Block 018, D. & P. R.R. Co. Survey, Potter County, Texas, also being out of that certain tract of land described in that certain instrument recorded in Volume 2086, Page 9 as filed in the Official Public Records of Potter County, Texas, said tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. on July 15, 2020 and being described by metes and bounds as follows:

Bearings and Distances are Grid UTM Coordinate System-Zone 14N, NAD (1983) using GPS relative positioning techniques based on multiple OPUS solutions on June 30, 2020. Combined Scale Factor = 1.000295305(Grid Distance/1.000295305 = Ground Distance)

COMMENCING at a 4” iron rod found for the Northwest corner of said Section 72 from whence a ¹/₄” iron pipe found for the Southeast corner of Section 78, Block 018, D. & P. R.R. Co. Survey bears S. 01° 42’ 57 W. (Base Line) 7532.81 feet;

THENCE, S. 01° 42’ 57” W. 4634.81 feet along the West line of said Section 72 to a point;

THENCE, S. 88° 17’ 03” E. 2220.94 feet to a ¹/₄” iron rod with a cap stamped “Furman RPLS” set for the Southwest and BEGINNING CORNER of this tract of land, same being the Southeast corner of a simultaneously surveyed 50 foot wide access road easement;

THENCE, N. 01° 42’ 57 E. 983.00 feet to a ¹/₄” iron rod with a cap stamped “Furman RPLS” set, being the Northwest corner of this tract of land;

THENCE, S. 88° 17’ 03” E. 1330.00 feet to a ¹/₄” iron rod with a cap stamped “Furman RPLS” set, being the Northeast corner of this tract of land;

THENCE, S. 01° 42’ 57 W. 983.00 feet to a ¹/₄” iron rod with a cap stamped “Furman RPLS” set, being the Southeast corner of this tract of land;

THENCE, N. 88° 17’ 03” W. 1330.00 feet to the POINT OF BEGINNING; and

containing 30.00 actual acres, more or less.

Schedule C-3

Corrections and Revisions to Descriptions of Some Texas Properties

Lubbock County, Texas

SPS 735 Idalou Power Site Power Site Parcel 2

The chart at the beginning of the description of this property is revised as follows to add to the reference to the Deed into the Company the date of the execution and recording of the Deed.

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
735 (32-86)	Idalou Power Site Parcel 2	Volume 1858, Page 791 et seq., Deed Records, Lubbock County, Texas dated September 9, 1983, recorded September 29, 1983.

Parmer County, Texas

SPS 834 Parmer County

The chart at the beginning of the description of this property is revised as follows to add to the reference to the Deed into the Company the grantors names and the date of the execution and recording of the Deed.

SPS Id. No. (RS Id. No.)	Common Name	Deed into Southwestern Public Service Company Recorded at
834 (36-07)	Parmer County	Volume 142, Page 11 et seq., Deed Records, Parmer County, Texas, executed by Ira Scott Lovins, Jr. and wife Loyce Marie Trimble Lovine dated February 5, 1969, recorded February 10, 1969

Randall County, Texas

SPS 5148 Randall County Interchange Parcel 2 Expansion

The chart at the beginning of the description of this property is revised as follows to state the Common Name of this property as Randall County Substation Parcel 2 Expansion as opposed to “Randall County Substation Parcel 2”.

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
5148	Randall County Substation Parcel 2 Expansion	County Clerk’s File No. 2012-004913, Official Public Records, Randall County, Texas, executed by Gary R. Smith & wife, Helen C. Smith, dated March 16, 2012 and recorded March 21, 2012

Schedule C-4

SPS 5228 Canyon Service Center

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
5228	Canyon Service Center	Document No. 2016002948, Official Public Records, Randall County, Texas, executed by Chris Cabbiness, dated February 22, 2016 and recorded February 25, 2016

The description of this property is amended to add that the property has been platted as follows:

Lot 1, Block 1, Xcel Energy Addition # 1, filed November 29, 2017, and recorded in the Official Public Records, Randall County, Texas.

SPS 5254 Preston West Substation

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded at
5254	Preston West Substation	Randall County Clerk’s Document No. 2018016742, Official Public Records, Randall County, Texas executed by Held Golf, Ltd. and dated September 20, 2018 and recorded September 21, 2018

The description of this property set out in Supplemental Indenture No. 6 in error refers to the property as being in the “R. S. F. Survey”, as opposed to being in the R. B. S. & F. Survey. The description is revised to refer to this property being in the R. B. S. & F. Survey.

Sherman County, Texas

SPS 1041 Stratford City

The Chart at the beginning of the description of SPS 1041 Stratford City in error identified the SPS Id No. as “1040”. The SPS Id No. for this property is corrected to read “1041”.

SPS Id. No. (RS Id. No.)	Common Name	Deed into Southwestern Public Service Company Recorded at
1041 (40-03)	Stratford City	Volume 69, Page 473 et seq., Deed Records, Sherman County, Texas, executed by West Texas Utilities Company, dated August 26, 1947 and recorded August 27, 1946

[The remainder of this page intentionally left blank]

Schedule C-5

The following properties are in the State of New Mexico:

Lea County, New Mexico

SPS Id. No.	Common Name	Deed into Southwestern Public Service Company Recorded
5279	Hobbs Service Center	December 8, 2022, at Book 2203 Page 859 Reception No. 29431 with the County Clerk of Lea County, New Mexico

As to following described real estate in Lea County, New Mexico:

For Surface Title Only:

Lot Thirteen A (13-A), Hobbs Industrial Airpark South Subdivision to the City of Hobbs, Lea County, New Mexico, as referenced on that Replat filed August 11, 2022, in Book 2199, Page 644, Lea County Records, Lea County, New Mexico.

[The remainder of this page intentionally left blank]

Schedule C-6

EX-5.01

Exhibit 5.01

	faegredrinker.com
	Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax

June 6, 2024

Southwestern Public Service Company

790 South Buchanan Street

Amarillo, TX 79101

Ladies and Gentlemen:

We have acted as counsel for Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with (i) the preparation of a Registration Statement on Form S-3 (No. 333-278797-01) (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the Prospectus Supplement dated June 3, 2024 (the “Prospectus Supplement”) and the Prospectus dated April 18, 2024 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) relating to the offer and sale by the Company under the Registration Statement of $600,000,000 aggregate principal amount of the Company’s 6.00% First Mortgage Bonds, Series No. 11 due 2054 (the “Mortgage Bonds”). The Mortgage Bonds are to be issued under the Indenture dated as of August 1, 2011 entered into between the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 11 dated as of May 15, 2024 (such Indenture and such Supplemental Indenture referred to herein collectively as the “Indenture”), and sold pursuant to the Underwriting Agreement dated June 3, 2024, by and among the Company, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several Underwriters named therein (the “Underwriting Agreement”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

We have examined the Registration Statement, the Prospectus, the Indenture, an executed copy of the global certificate evidencing the Mortgage Bonds, and the Underwriting Agreement, and have reviewed and relied upon such other documents, records, certifications and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

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

Southwestern Public Service Company

June 6, 2024

Page 2

1. the Indenture, to the extent New York law is applicable thereto, is a valid and binding obligation of the Company with respect to the issuance of the Mortgage Bonds under the Registration Statement; and

2. upon the due authentication by the Trustee of the Mortgage Bonds pursuant to the Indenture, the Mortgage Bonds, to the extent New York law is applicable thereto, will be valid and binding obligations of the Company;

except, that, to the extent they relate to the validity, binding effect or enforceability of provisions of the Indenture or the Mortgage Bonds, each of the foregoing opinions is limited by (i) applicable bankruptcy, reorganization, insolvency, assignment for the benefit of creditors, moratorium, fraudulent transfer, fraudulent conveyance, voidable transaction or preference, receivership and other laws of general application now or hereafter in effect relating to or affecting creditors’ rights and laws affecting the rights of mortgagees and other secured parties generally and state laws which affect the enforcement of certain remedial provisions, and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, whether considered in a proceeding in equity or at law. We express no opinion as to the enforceability or effect in the Indenture or the Mortgage Bonds of (i) any provision that authorizes one party to act as attorney-in-fact for another party; (ii) any provision waiving or otherwise modifying legal, statutory or equitable defenses or other procedural, judicial or substantive rights; (iii) any provision that unreasonably restricts the ability of the Company to transfer any property; (iv) any usury or fraudulent transfer or conveyance or voidable transactions “savings” provision; or (v) any agreement to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction or subject matter jurisdiction), any provision restricting access to courts (including without limitation agreements to arbitrate disputes), any waivers of the right to jury trial, any waivers of service of process requirements that would otherwise be applicable, any agreement that a judgment rendered by a court in one jurisdiction may be enforced in another jurisdiction, or any provision otherwise affecting the jurisdiction or venue of courts.

Without limiting any other qualifications set forth herein, the opinion expressed herein regarding the enforceability of the Indenture and the Mortgage Bonds is subject to the effect of generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of or contribution to a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct or to the extent such provisions are contrary to public policy; (iv) may, where less than all of an instrument or agreement may be unenforceable, limit the enforceability of the balance of the instrument or agreement to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; (v) govern and afford judicial discretion regarding the determination of damages and entitlement

Southwestern Public Service Company

June 6, 2024

Page 3

to attorneys’ fees and other costs; (vi) may permit a party who has materially failed to render or offer performance required by an instrument or agreement to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the instrument or agreement; (vii) may limit the enforceability of provisions for the payment of premiums upon mandatory prepayment to the extent any such payment constitutes, or is deemed to constitute, a penalty or forfeiture; (viii) may require mitigation of damages; (ix) provide a time limitation after which a remedy may not be enforced (i.e., statutes of limitation); and (x) may require that a claim with respect to any debt securities that are payable other than in U.S. dollars (or a foreign currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law.

The foregoing opinions assume that (i) the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture enforceable against it, (ii) the Trustee and the holders of the Mortgage Bonds issued under the Indenture have complied with all legal requirements pertaining to their status as such status relates to their rights to enforce the Indenture and the Mortgage Bonds against the Company, (iii) the Company has obtained all governmental and third party authorizations, consents and approvals and has made all filings and registrations required to enable it to execute, deliver and perform its obligations under, and consummate the transactions contemplated by, the Indenture and the Mortgage Bonds, including without limitation an order of the New Mexico Public Regulatory Commission authorizing and approving the issuance and sale of the Mortgage Bonds, and such execution, delivery, performance and consummation does not, and at all relevant times will not, violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon the Company or its properties, (iv) the Mortgage Bonds will be issued upon receipt by the Company of the consideration therefor specified in the Underwriting Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) all statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of the opining jurisdiction, are publicly available to lawyers practicing in New York, (vii) the conduct of the parties to or having rights under the Indenture or the Mortgage Bonds has complied with any requirement of good faith, fair dealing and conscionability, and (viii) all relevant statutes, rules, regulations or agency actions are constitutional and valid unless a reported decision in the opining jurisdiction has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity.

We have further assumed that (i) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question and to carry out their role in the transaction; and (ii) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document, including electronic signatures, are genuine.

Southwestern Public Service Company

June 6, 2024

Page 4

The opinions herein expressed are limited to the specific issues addressed and to documents, laws and facts existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents, laws and facts or in the interpretation thereof which may occur after the date hereof.

Our opinions set forth herein are limited to the laws of the State of New York of general application. We have assumed that the choice of law to govern the Indenture and the Mortgage Bonds will be upheld. As to all matters governed by the laws of the State of New Mexico, we have relied, with the Company’s consent, upon the opinion of even date herewith addressed to the Company by Snell & Wilmer, L.L.P., local counsel to the Company, and we have made no independent examination of the laws of such State. All assumptions, qualifications and exceptions in such opinion are incorporated herein by reference.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Opinions” in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
FAEGRE DRINKER BIDDLE & REATH LLP
By	/s/ Faegre Drinker Biddle & Reath LLP

EX-5.02

Exhibit 5.02

[Letterhead of Snell & Wilmer L.L.P.]

June 6, 2024

Southwestern Public Service Company

790 South Buchanan

Amarillo, Texas 79101

RE: 6.00% First Mortgage Bonds, Series No. 11 due 2054

Ladies and Gentlemen:

We have acted as local counsel for Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with (i) the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the Prospectus Supplement dated June 3, 2024, and the Prospectus dated April 18, 2024, relating to the offer and sale by the Company under the Registration Statement of $600,000,000 aggregate principal amount of the Company’s 6.00% First Mortgage Bonds, Series No. 11 due 2054 (the “Mortgage Bonds”). The Mortgage Bonds are to be issued under the Indenture (as defined below). The Base Indenture, dated as of August 1, 2011 entered into between the Company and U.S. Bank Trust Company, National Association, as trustee (as successor to U.S. Bank National Association, the “Trustee”), as supplemented by Supplemental Indenture No. 1 dated as of August 1, 2011, Supplemental Indenture No. 2 dated as of June 1, 2014, Supplemental Indenture No. 3 dated as of June 1, 2014, Supplemental Indenture No. 4 dated as of August 1, 2016, Supplemental Indenture No. 5 dated as of August 1, 2017, Supplemental Indenture No. 6 dated as of October 1, 2018, Supplemental Indenture No. 7 dated as of June 1, 2019, Supplemental Indenture No. 8 dated as of May 1, 2020, Supplemental Indenture No. 9 dated as of May 1, 2022, and Supplemental Indenture No. 10 dated as of August 21, 2023, is hereinafter referred to collectively as the “Existing Indenture”. The Existing Indenture is being further supplemented by that certain Supplemental Indenture No. 11 dated as of May 15, 2024 (the “Supplemental Indenture No. 11”) (the Supplemental Indenture No. 11 and the Existing Indenture are referred to herein collectively as the “Indenture”). The Mortgage Bonds are to be sold pursuant to the Underwriting Agreement dated June 3, 2024, by and among the Company, Morgan Stanley & Co. LLC and TD Securities (USA) LLC as representatives to the Underwriters named therein (the “Underwriting Agreement”).

We have examined the Registration Statement and have reviewed and relied upon such other documents, records, certifications and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

June 6, 2024

Page 2

Based on the foregoing, in so far as New Mexico law is concerned, we are of the opinion that:

1. The Company is validly existing and in good standing under the laws of the State of New Mexico;

2. The Company has the corporate power and authority to execute and deliver the Supplemental Indenture No. 11 and the Mortgage Bonds, to perform its obligations thereunder and to consummate the transactions contemplated thereby;

3. The execution and delivery by the Company of the Supplemental Indenture No. 11 and the Mortgage Bonds, the performance by the Company of its obligations thereunder and the consummation by the Company of the transactions contemplated thereby do not violate the Company’s articles of incorporation or bylaws;

4. The Supplemental Indenture No. 11, to the extent New Mexico law is applicable thereto, is a valid and binding obligation of the Company with respect to the issuance of the Mortgage Bonds under the Registration Statement; and

5. Upon the due authentication by the Trustee of the Mortgage Bonds pursuant to the Indenture, the Mortgage Bonds, to the extent New Mexico law is applicable thereto, will be valid and binding obligations of the Company;

except, that, to the extent they relate to the validity, binding effect or enforceability of provisions of the Indenture or the Mortgage Bonds, each of the foregoing opinions is limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance, voidable preference, receivership and other laws of general application affecting creditors’ rights and laws affecting the rights of mortgagees and other secured parties generally and state laws which affect the enforcement of certain remedial provisions, and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, whether considered in a proceeding in equity or at law. We express no opinion as to the enforceability or effect in the Indenture or the Mortgage Bonds of (x) any provision that authorizes one party to act as attorney-in-fact for another party; (y) any provision waiving legal or equitable defenses or other procedural, judicial or substantive rights; or (z) any provision that unreasonably restricts the ability of the Company to transfer any property.

The foregoing opinions assume that (a) the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture enforceable against it, including but not limited to the effective prior filing, perfection, and continuation of the Existing Indenture, without any release thereof, (b) the Trustee and the holders of the Mortgage Bonds issued under the Indenture have complied with all legal requirements pertaining to their status as such status relates to their rights to enforce the Indenture and the Mortgage Bonds against the Company, (c) except for the law of New Mexico, as to which an opinion is given as provided above, the terms of the Mortgage Bonds do not violate and are not void or voidable under, any

June 6, 2024

Page 3

applicable law (including without limitation as a matter of public policy), (d) the Company has obtained all governmental and third party authorizations, consents and approvals and has made all filings and registrations required to enable it to execute, deliver and perform its obligations under, and consummate the transactions contemplated by, the Indenture and the Mortgage Bonds, including without limitation an order of the New Mexico Public Regulatory Commission authorizing and approving the issuance and sale of the Mortgage Bonds, and such execution, delivery, performance and consummation does not, and at all relevant times will not, violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon the Company or its properties, and (e) the Mortgage Bonds will be issued upon receipt by the Company of the consideration therefor specified in the Underwriting Agreement.

We have further assumed that each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, all signatures on each such document are genuine, and each document has not been amended, modified or supplemented by any other agreement or understanding, written or oral.

The opinions herein expressed are limited to the specific issues addressed and to documents and laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents and laws or in the interpretation thereof which may occur after the date hereof.

Our opinions set forth herein are limited to the laws of the State of New Mexico of general application. We have assumed that the choice of law to govern the Indenture and the Mortgage Bonds will be upheld.

This opinion may be relied upon by the firms of Graves, Dougherty, Hearon & Moody, P.C. and Faegre Drinker Biddle & Reath LLP for the purposes of rendering their opinions that are exhibits to the Company’s Current Report on Form 8-K referred to below.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Respectfully submitted,

/s/ Snell & Wilmer L.L.P.

SNELL & WILMER L.L.P.

EX-5.03

Exhibit 5.03

A Professional Corporation William H. Locke, Jr. Board Certified Real Estate Law Commercial, Residential and Farm and Ranch Texas Board of Legal Specialization   512.480.5736 512.480.5837 (fax) blocke@gdhm.com   MAILING ADDRESS: P.O. Box 98 Austin, TX 78767-9998

June 6, 2024

Southwestern Public Service Company

790 South Buchanan Street

Amarillo, TX 79101

Re: $600,000,000 in 6.00 % First Mortgage Bonds, Series No. 11 due 2054

Ladies and Gentlemen:

We have acted as local counsel for Southwestern Public Service Company, a New Mexico corporation (the “Company”), in connection with (i) the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the proposed transactions described in the Prospectus Supplement dated June 3, 2024 (the “Prospectus Supplement”) and the Prospectus dated April 18, 2024 (the “Prospectus”) relating to the offer and sale by the Company under the Registration Statement of $600,000,000 aggregate principal amount of the Company’s 6.00% First Mortgage Bonds, Series No. 11 due 2054 (the “Mortgage Bonds”). The Mortgage Bonds are to be issued under the Indenture dated as of August 1, 2011 entered into between the Company and U.S. Bank National Association, as trustee and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, the “Trustee”), as supplemented by Supplemental Indenture No. 1 dated as of August 3, 2011, Supplemental Indenture No. 2 dated as of June 1, 2014, Supplemental Indenture No. 3 dated as of June 1, 2014, Supplemental Indenture No. 4 dated as of August 1, 2016, Supplemental Indenture No. 5 dated as of August 1, 2017, Supplemental Indenture No. 6 dated as of October 1, 2018, Supplemental Indenture No. 7 dated as of June 1, 2019, Supplemental Indenture No. 8 dated as of May 1, 2020, Supplemental Indenture No. 9 dated as of May 1, 2022, Supplemental Indenture No. 10 dated as of August 21, 2023 and Supplemental Indenture No. 11 dated as of May 15, 2024 (such Indenture and such Supplemental Indentures referred to herein collectively as the “Indenture”), and sold pursuant to the Underwriting Agreement dated June 3, 2024, by and among the Company and Morgan Stanley & Co. LLC and TD Securities (USA) LLC, acting as representatives to the several Underwriters named therein (the “Underwriting Agreement”).

We have examined the Registration Statement, the Prospectus, the Prospectus Supplement, the Indenture, and the Mortgage Bonds and have reviewed and relied upon such other documents, records, certifications and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

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

1. the Indenture, to the extent Texas law is applicable thereto, is a valid and binding obligation of the Company with respect to the issuance of the Mortgage Bonds under the Registration Statement; and

2. upon the due authentication by the Trustee of the Mortgage Bonds pursuant to the Indenture, the Mortgage Bonds, to the extent Texas law is applicable thereto, will be valid and binding obligations of the Company;

except, that, to the extent they relate to the validity, binding effect or enforceability of provisions of the Indenture or the Mortgage Bonds, each of the foregoing opinions is limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance, voidable preference, receivership and other laws of general application affecting creditors’ rights and laws affecting the rights of mortgagees and other secured parties generally and state laws which affect the enforcement of certain remedial provisions, and (ii) general

401 Congress Ave.   Suite 2700   Austin,  Texas  78701   512.480.5600

www.gdhm.com

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principles of equity, including without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, whether considered in a proceeding in equity or at law. We express no opinion as to the enforceability or effect in the Indenture or the Mortgage Bonds of (i) any provision that authorizes one party to act as attorney-in-fact for another party; (ii) any provision waiving legal or equitable defenses or other procedural, judicial or substantive rights; or (iii) any provision that unreasonably restricts the ability of the Company to transfer any property.

The foregoing opinions assume that (a) the Trustee shall have satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture enforceable against it, (b) the Trustee and the holders of the Mortgage Bonds issued under the Indenture shall have complied with all legal requirements pertaining to their status as such status relates to their rights to enforce the Indenture and Mortgage Bonds against the Company, (c) the Company has obtained all governmental and third party authorizations, consents and approvals and has made all filings and registrations required to enable it to execute, deliver and perform its obligations under, and consummate the transactions contemplated by, the Indenture and the Mortgage Bonds, including without limitation an order of the New Mexico Public Regulatory Commission authorizing and approving the issuance and sale of the Mortgage Bonds, and such execution, delivery, performance and consummation does not, and at all relevant times will not, violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon the Company or its properties, and (d) the Mortgage Bonds will be issued upon receipt by the Company of the consideration therefor specified in the Underwriting Agreement.

We have further assumed that each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.

The opinions herein expressed are limited to the specific issues addressed and to documents and laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents and laws or in the interpretation thereof which may occur after the date hereof.

Our opinions set forth herein are limited to the laws of the State of Texas of general application. We have assumed that the choice of law to govern the Indenture and the Mortgage Bonds will be upheld. As to all matters governed by the laws of the State of New Mexico, we have relied, with the Company’s consent, upon the opinion of even date herewith addressed to the Company by Snell & Wilmer, L.L.P., local counsel to the Company, and we have made no independent examination of the laws of such State. All assumptions, qualifications and exceptions in such opinion and incorporated herein by reference. We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Yours very truly,

/s/ Graves, Dougherty, Hearon & Moody

GRAVES, DOUGHERTY, HEARON & MOODY

A Professional Corporation

XML

Document and Entity Information	Jun. 06, 2024
Cover [Abstract]
Entity Registrant Name	SOUTHWESTERN PUBLIC SERVICE CO
Amendment Flag	false
Entity Central Index Key	0000092521
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Incorporation State Country Code	NM
Entity File Number	001-03789
Entity Tax Identification Number	75-0575400
Entity Address, Address Line One	790 South Buchanan
Entity Address, City or Town	Amarillo
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79101
City Area Code	(303)
Local Phone Number	571-7511
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false