SOUTHWESTERN PUBLIC SERVICE COMPANY

and

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

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of November 1, 2008

Supplementing the Indenture Dated as of February 1, 1999

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2008 (this “Supplemental Indenture”) is between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter called the “Issuer” or the “Company”), having its principal office at Tyler at Sixth Street, Amarillo, Texas 79101, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as successor to THE CHASE MANHATTAN BANK and THE BANK OF NEW YORK MELLON, as Trustee (hereinafter called the “Trustee”), having its office at 700 S. Flower Street, Suite 500, Los Angeles, California 90017.

Recitals of the Issuer

The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, a First Supplemental Indenture, dated as of March 1, 1999, a Second Supplemental Indenture dated as of October 1, 2001, a Third Supplemental Indenture dated as of October 1, 2003, a Fourth Supplemental Indenture dated as of October 1, 2006 (such Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Supplemental Indenture, being hereinafter referred to as the “Indenture”), relating to the issuance at any time or from time to time of its Securities on terms to be specified at the time of issuance. Pursuant to Section 7.08 of the Indenture, JPMorgan Chase Bank, N.A. succeeded The Chase Manhattan Bank as trustee under the Indenture and The Bank of New York subsequently succeeded JPMorgan Chase Bank, N.A. as trustee under the Indenture. The Bank of New York Mellon (formerly known as The Bank of New York) subsequently resigned as trustee and The Bank of New York Mellon Trust Company, N.A. was appointed as successor trustee under the Indenture. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture.

The Indenture provides in Article Two thereof that, prior to the issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Bond Resolution) or established in one or more indentures supplemental thereto.

The Issuer desires by this Supplemental Indenture, among other things, to establish the form of the Securities of the Issuer of a Series, to be titled Series G Senior Notes, 8.75% due 2018 of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The Issuer has duly authorized the execution and delivery of this Supplemental Indenture.

Article Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time amend the Indenture without the consent of Securityholders for certain purposes enumerated in Section 10.01 thereof, including purposes set forth in subsection (4) of said Section 10.01.

The execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done to make this Supplemental Indenture a valid, legal and binding agreement of the Issuer, in accordance with its terms.

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

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

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

ARTICLE I.

ESTABLISHMENT OF SERIES G NOTES, 8.75% DUE 2018

Section 1.01.      The title of the series of the Securities established by this Supplemental Indenture shall be Series G Senior Notes, 8.75% due 2018 of the Issuer (hereinafter called the “Series G Notes”). The Series G Notes shall be issued in registered form substantially in the form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee.

Section 1.02.    The Series G Notes shall be limited to $250,000,000 aggregate principal amount except as provided in Section 1.06 of this Supplemental Indenture.

Section 1.03.    The Series G Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global Securities. The Depository for such Global Security or Global Securities representing Series G Notes may surrender one or more Global Securities representing Series G Notes in exchange in whole or in part for individual Series G Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the terms of Section 2.12 of the Indenture.

Section 1.04.    The Issuer hereby appoints, or confirms the appointment of, The Bank of New York Mellon Trust Company, N.A., as the Trustee, Transfer Agent and Paying Agent, subject to the provisions of the Indenture with respect to resignation, removal and succession, and subject, further, to the right of the Issuer to appoint additional agents (including Paying Agents).

Section 1.05.    The terms of the Series G Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the Series G Notes as actually executed, authenticated and delivered under the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and payments at maturity.

Section 1.09.    Definitions

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

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

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

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

The term “Debt” means any outstanding indebtedness for money borrowed evidenced by notes, debentures, bonds, or other securities, or guarantees of any debt. “Debt” does not include, among other things, (i) indebtedness of such person under any installment sale or conditional

sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services, (ii) any trade obligation or other obligations in the ordinary course of business, or (iii) obligations of such person under any lease agreement (including any lease intended as security), whether or not such obligations are required to be capitalized under generally accepted accounting principles.

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

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

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

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

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

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

such lease.

ARTICLE II. MISCELLANEOUS

Section 2.01.    The recitals contained herein shall be taken as the statements of the Issuer,

and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

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

Section 2.03.    This Supplemental Indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 2.04.    If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control.

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

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

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

EXHIBIT A

CUSIP: 845743 BM4    $250,000,000

THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series G Senior Notes, 8.75% due 2018

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

Interest Payment Dates:                June 1 and December 1

Record Dates:                    May 15 and November 15

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series G Senior Notes, 8.75% due 2018

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

The Company will pay interest on this Note to the person who is the registered Holder of the Note at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. This Note must be surrendered to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. So long as this Note is in book-entry only form and registered in the name of The Depository Trust Company, or a nominee thereof, as Depositary, the Company will wire any payments of principal, interest or premium to such Depositary. Otherwise, the Company may pay principal and interest by check payable in such money. It may mail an interest check to the Holder’s registered address.

The Bank of New York Mellon Trust Company, N.A., will act as Paying Agent and Transfer Agent. The Company may change any Paying Agent or Transfer Agent without notice or provide for more than one such agent. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee.

This Note is one of a series of securities issued under an Indenture dated as of February 1, 1999 (“Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as trustee (“Trustee”). The terms of this Note include those stated in the Indenture including in the Fifth Supplemental Indenture dated as of November 1, 2008 creating the Notes of this series and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb ). Securityholders are referred to the Indenture, the Supplemental Indenture and the Act for a statement of such terms.

The Notes of this series are subject to redemption upon not less than 30 days’ notice by first class mail, in whole at any time or in part from time to time at the option of the Company, at a “make whole” redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (excluding the portion of any such interest accrued to the date fixed for redemption) discounted to the date fixed for redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus accrued and unpaid interest to the date fixed for redemption.

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

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

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

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

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

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

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00p.m., New York City time, on the third business day preceding the date fixed for redemption.

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

In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

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

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

A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice (“Conditional Redemption”) and such notice of Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company.

The Notes of this series are in registered form without coupons in denominations of multiples of $1,000. The transfer of this Note may be registered and this Note may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of this Note or portion thereof selected for redemption. Also, it need not exchange or register the transfer of this Note for a period of 15 days before a selection of Securities to be redeemed.

The registered holder of this Note may be treated as its owner for all purposes.

Subject to certain exceptions, the Indenture or the Notes of this series may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series.

Without the consent of any Securityholder, the Indenture or the Notes of this series may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder.

10.     Rest rictive Covenants.

The Notes of this series are unsecured general obligations of the Company and shall initially be authenticated and delivered in the aggregate principal amount of $250,000,000. The Notes of this series may be reopened and additional Notes of this series may be issued in accordance with the terms of the Indenture. The Indenture does not limit other unsecured debt.

11. Successors.

When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.

Subject to certain conditions as set forth in Article 8 of the Indenture, the Company at any time may terminate some or all of its obligations under this Note and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on this Note to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations.

An Event of Default includes: default for 60 days in payment of interest on the Notes of this series; default in payment of principal on the Notes of this series; default by the Company for 90 days after notice to it in the performance of any of its other agreements applicable to the Notes of this series; certain events of bankruptcy or insolvency; and any other Event of Default provided for in this series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Notes of this series may declare the principal of all the Notes of this Series to be due and payable immediately.

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

Securityholders may not enforce the Indenture or the Notes of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes of this series. Subject to certain limitations, holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. The Holder hereof by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.

This Note shall not be valid until authenticated by a manual signature of the Trustee.

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

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act).

The Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the Supplemental Indenture, which contains the text of this Note in larger type. Requests may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401, Attention: Corporate Secretary.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Insert assignee’s Soc. Sec. or tax J.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint    agent to transfer this Note on the books of the Company. That agent may substitute another to act for him.

Date:                                   Your Signature:         

(Sign exactly as your name appears on the other side of This Note)

SOUTHWESTERN PUBLIC SERVICE COMPANY

and

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

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of June 1, 2014

Supplementing the Indenture

Dated as of February 1, 1999

and the

Fifth Supplemental Indenture

Dated as of November 1, 2008

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2014 (this “ Supplemental Indenture ”) is between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter called the “ Issuer ” or the “ Company ”), having its principal office at Tyler at Sixth Street, Amarillo, Texas 79101, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as successor to THE CHASE MANHATTAN BANK, J.P. MORGAN CHASE BANK, N.A. and THE BANK OF NEW YORK MELLON, as Trustee (hereinafter called the “ Trustee ”), having its office at 400 S. Hope Street, Suite 400, Los Angeles, California 90071.

Recitals of the Issuer

The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999 (the “ Original Indenture ”), a First Supplemental Indenture dated as of March 1, 1999, a Second Supplemental Indenture dated as of October 1, 2001, a Third Supplemental Indenture dated as of October 1, 2003, a Fourth Supplemental Indenture dated as of October 1, 2006 and a Fifth Supplemental Indenture dated as of November 1, 2008 (the “ Fifth Supplemental Indenture ”) (such Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and this Supplemental Indenture, being hereinafter referred to as the “ Indenture ”), relating to the issuance at any time or from time to time of its Securities on terms to be specified at the time of issuance. Pursuant to Section 7.08 of the Indenture, JPMorgan Chase Bank, N.A. succeeded The Chase Manhattan Bank as trustee under the Indenture and The Bank of New York Mellon subsequently succeeded JPMorgan Chase Bank, N.A. as trustee under the Indenture. The Bank of New York Mellon (formerly known as The Bank of New York) subsequently resigned as trustee and The Bank of New York Mellon Trust Company, N.A. was appointed as successor trustee under the Indenture. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture.

The Series G Senior Notes, 8.75% due 2018 of the Issuer (the “ Series G Notes ”) were issued pursuant to the Original Indenture and the Fifth Supplemental Indenture and such Series G Notes are currently outstanding; Section 1.07 of the Fifth Supplemental Indenture provides that, subject to certain exceptions, the Series G Notes shall be effectively secured equally and ratably with any Debt (as defined in the Fifth Supplemental Indenture) secured by a Lien (as defined in the Fifth Supplemental Indenture) if such Debt secured by a Lien exceeds certain thresholds set forth in Section 1.07 of the Fifth Supplemental Indenture.

The Issuer intends to enter into that certain Supplemental Indenture No. 3 to the Indenture dated as of August 1, 2011 between the Issuer and U.S. Bank National Association (such Indenture, as heretofore and hereinafter supplemented, the “ First Mortgage Bond Indenture ”) pursuant to which the Issuer expects to issue after the date hereof certain first mortgage bonds secured by a lien on certain property (the “ Property ”) of the Issuer located in New Mexico and Texas (the “ First Mortgage Bonds ”) and the issuance of such First Mortgage Bonds will obligate the Issuer to effectively equally and ratably secure the Series G Notes with such First Mortgage Bonds in accordance with Section 1.07 of the Fifth Supplemental Indenture.

The Issuer intends to issue first mortgage bonds to the Trustee under the First Mortgage Bond Indenture, thereby effectively creating in favor of the Trustee for the benefit of the holders of the Series G Notes an equal and ratable lien on the Property as security for the payment of the Series G Notes.

The Issuer desires by this Supplemental Indenture to effectively equally and ratably secure the Series G Notes as required by the Fifth Supplemental Indenture. The Issuer has duly authorized the execution and delivery of this Supplemental Indenture. Section 1.07 of the Fifth Supplemental Indenture authorizes the Trustee to enter into this Supplemental Indenture.

The execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done to make this Supplemental Indenture a valid, legal and binding agreement of the Issuer, in accordance with its terms.

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

NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:

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

ARTICLE I.
AMENDMENT OF SERIES G NOTES AND THE FIFTH SUPPLEMENTAL INDENTURE

Section 1.01.      The form of the Series G Notes is hereby amended and restated as set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee (the “ Amended Series G Global Security ”). On the date hereof the Company has delivered to the Trustee (i) an Officers’ Certificate and Opinion of Counsel pursuant to Section 2.01 of the Indenture with respect to the issuance of amended Series G Notes in the form of the Amended Series G Global Security, and (ii) the Amended Series G Global Security, representing the Series G Notes in the principal amount of $250,000,000, which Amended Series G Global Security the Trustee shall hold in escrow pending receipt of the Officers’ Certificate provided for in Section 1.10 of the Fifth Supplemental Indenture, as amended hereby, stating that the Effective Date has occurred and confirming the Effective Date, at which time the Trustee shall cancel and deliver to the Issuer the global security dated November 19, 2008 representing the Series G Notes in the principal amount of $250,000,000.

Section 1.02.      The Fifth Supplemental Indenture is hereby amended by the addition of Section 1.10 thereto to read as follows:

Section 1.10. For the purpose of providing collateral security for the Series G Notes issued under the Indenture, the Issuer has executed and delivered the Collateral 8.75% First Mortgage Bonds, Series No. 2 due 2018 (the “Collateral First Mortgage

Bonds”) to the Trustee pursuant to Supplemental Indenture No. 2 dated as of June 1, 2014 (the “First Mortgage Bond Supplemental Indenture No. 2”) to the Indenture dated as of August 1, 2011 (the “Original First Mortgage Bond Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “First Mortgage Bond Trustee”) (such Original First Mortgage Bond Indenture, as heretofore and hereinafter supplemented, the “First Mortgage Bond Indenture”). For the avoidance of doubt, any amounts received by the Trustee with respect to the Collateral First Mortgage Bonds will be applied to satisfy any obligations under the Series G Notes and not any other Securities outstanding under the Indenture. In connection with the delivery of the Collateral First Mortgage Bonds to the Trustee, the Issuer shall (i) deliver to the Trustee an Officers’ Certificate stating that (A) the Issuer has duly executed and the First Mortgage Bond Trustee has duly authenticated the Collateral First Mortgage Bonds in the aggregate principal amount of $250,000,000, and (B) the Issuer has delivered the Collateral First Mortgage Bonds to the Trustee in the aggregate principal amount of $250,000,000 pursuant to Section 1.07 hereof, (ii) provide to the Trustee an Opinion of Counsel, satisfactory in form and substance to the Trustee, regarding the due execution, issuance, validity and enforceability of the Collateral First Mortgage Bonds, and (iii) deliver to the Trustee a copy of the First Mortgage Bond Indenture, including the First Mortgage Bond Supplemental Indenture No. 2, certified by the Secretary or Assistant Secretary of the Issuer, together with the Officers’ Certificate and Opinion of Counsel required by Section 1.07(c) hereof, which Officers’ Certificate and Opinion of Counsel shall be deemed automatically effective on the Effective Date. On the Effective Date, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that the Effective Date has occurred and confirming the Effective Date. The “Effective Date” is the first date on which additional first mortgage bonds are issued pursuant to Supplemental Indenture No. 3 to the Original First Mortgage Bond Indenture after the date hereof in an aggregate principal amount that requires the Issuer to comply with Section 1.07 of the Fifth Supplemental Indenture.

From and after the Effective Date, upon (i) the occurrence of an Event of Default under the Indenture with respect to the Series G Notes and an acceleration of the principal of the Series G Notes and receipt by the First Mortgage Bond Trustee and the Issuer of a Redemption Demand (as defined in the First Mortgage Bond Supplemental Indenture No. 2) from the Trustee pursuant to the First Mortgage Bond Supplemental Indenture No. 2 (which the Trustee shall deliver upon such acceleration of the Series G Notes), (ii) the acceleration of the principal of all securities outstanding under the First Mortgage Bond Indenture, or (iii) the failure of the Issuer to pay the principal amount of the Series G Notes on December 1, 2018, the Collateral First Mortgage Bonds will begin to bear interest, and principal and interest thereon will be payable, in accordance with the provisions specified in the First Mortgage Bond Supplemental Indenture No. 2, and the Trustee shall specify the Initial Interest Accrual Date (as defined in the First Mortgage Bond Supplemental Indenture No. 2) in a written notice to the First Mortgage Bond Trustee.

Upon payment of the principal of, premium, if any, and interest on any of the Series G Notes, whether at maturity or prior to maturity by redemption or otherwise, and

the surrender thereof to, and cancellation thereof by, the Trustee or upon provision for the payment hereof having been made in accordance with the provisions of Article 8 of the Indenture dated as of February 1, 1999 between the Issuer and the Trustee (the “Original Indenture”), the Collateral First Mortgage Bonds in a principal amount equal to the aggregate principal amount of the Series G Notes so surrendered and cancelled or for the payment of which provision has been made shall be deemed fully paid and the obligations of the Issuer thereunder terminated, and such Collateral First Mortgage Bonds shall be surrendered by the Trustee to the First Mortgage Bond Trustee, and shall be cancelled by the First Mortgage Bond Trustee and the Trustee shall, at the expense of the Issuer, execute and deliver such written instruments as are reasonably requested by the Issuer to discharge the obligations under such Collateral First Mortgage Bonds.

Following any payment of principal on the Series G Notes by optional redemption, at Stated Maturity, or otherwise, the Issuer shall promptly furnish to the First Mortgage Bond Trustee an Officer’s Certificate (as defined in the First Mortgage Bond Indenture) certifying as to such payment and the principal amount of Series G Notes outstanding following such principal payment and the Trustee shall provide written concurrence of such payment and principal amount outstanding to the First Mortgage Bond Trustee.

Section 1.03.      The Fifth Supplemental Indenture is hereby amended by the addition of Section 1.11 thereto to read as follows:

Section 1.11. From and after the Effective Date, solely with respect to the Series G Notes and in addition to the Events of Default specified in Section 6.01 of the Original Indenture, it shall be an Event of Default if all first mortgage bonds outstanding under the First Mortgage Bond Indenture shall, if not already due, have become immediately due and payable whether by declaration of the First Mortgage Bond Trustee or otherwise, and such acceleration shall not have been rescinded or annulled within 15 calendar days after such acceleration.

Section 1.04.      The Fifth Supplemental Indenture is hereby amended by the addition of Section 1.12 thereto to read as follows:

Section 1.12. From and after the Effective Date, pursuant to the First Mortgage Bond Indenture and this Supplemental Indenture, the Trustee shall issue a Redemption Demand to the First Mortgage Bond Trustee and the Issuer in respect of the Collateral First Mortgage Bonds consistent with the provisions of First Mortgage Bond Supplemental Indenture No. 2 and this Supplemental Indenture upon the acceleration of the Series G Notes.

From and after the Effective Date, if an Event of Default under the Indenture occurs and is continuing with respect to the Series G Notes and the Series G Notes have been accelerated (to the extent the Series G Notes are not already due and payable) as a consequence of such Event of Default, the Trustee in its discretion may, and, subject to Section 6.05 of the Original Indenture, upon the written direction of the Holders of not less than a majority in principal amount of all Series G Notes then outstanding and

receipt of indemnity to its satisfaction shall, exercise such other rights as it shall possess under the First Mortgage Bond Indenture as a holder of the Collateral First Mortgage Bonds.

From and after the Effective Date, upon any waiver under Section 6.04 of the Original Indenture of any Event of Default with respect to the Series G Notes as a consequence of which the Series G Notes were accelerated or any rescission of acceleration of the Series G Notes under Section 6.02 of the Original Indenture, the Trustee shall immediately rescind any Redemption Demand previously given to the First Mortgage Bond Trustee by delivering written notice of such rescission to the First Mortgage Bond Trustee and the Issuer. The rescission or annulment of a declaration that all first mortgage bonds outstanding under the First Mortgage Bond Indenture are immediately due and payable shall also constitute a waiver of a default described in Section 1.11 hereof and waiver and rescission of its consequences, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Section 1.05.      The Fifth Supplemental Indenture is hereby amended by the addition of Section 1.13 thereto to read as follows:

Section 1.13. All of the Collateral First Mortgage Bonds shall be issued and registered in the name of the Trustee. Except as required to effect an assignment to a successor trustee, the Trustee shall not sell, assign or transfer the Collateral First Mortgage Bonds. The Trustee is authorized to enter into an agreement with the Issuer to such effect, including a consent to the issuance of stop transfer instructions to the First Mortgage Bond Trustee.

Section 1.06.      The Fifth Supplemental Indenture is hereby amended by the addition of Section 1.14 thereto to read as follows:

Section 1.14. The Trustee shall vote the Collateral First Mortgage Bonds held by it, or shall consent with respect thereto, proportionally with what the Trustee reasonably believes will be the vote or consent of all other first mortgage bonds issued under the First Mortgage Bond Indenture then outstanding and eligible to vote or consent under the First Mortgage Bond Indenture. As a basis for such reasonable belief, the Trustee shall be entitled to conclusively rely on an Officers’ Certificate stating the percentages in principal amount of first mortgage bonds voting or consenting in favor of and against the related amendment or action.

ARTICLE II.

MISCELLANEOUS

Section 2.01.      The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the

Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

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

Section 2.03.      This Supplemental Indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 2.04.      If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control.

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, and the Company has caused its corporate seal to be hereunto affixed and attested as of the 2nd day of June, 2014.

SOUTHWESTERN PUBLIC SERVICE

COMPANY

By:     /s/ Teresa S. Madden                

Name:    Teresa S. Madden

Title:    Senior Vice President and
Chief Financial Officer

By:     /s/ George E. Tyson II            

Name:    George E. Tyson II

Title:    Vice President and Treasurer

[Corporate Seal]

Attest:

By:     /s/ Tara M. Heine                

Name:    Tara M. Heine

Title:    Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.

By:     /s/ Melonee Young                

Name:    Melonee Young

Title:    Vice President

EXHIBIT A

THIS NOTE WAS ISSUED IN EXCHANGE FOR THE NOTE DATED NOVEMBER 19, 2008, CUSIP 845743 BM4 PURSUANT TO THE SIXTH SUPPLEMENTAL INDENTURE REFERRED TO HEREIN.

CUSIP: 845743 BM4    $250,000,000

THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series G Senior Notes, 8.75% due 2018

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

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series G Senior Notes, 8.75% due 2018

1.     Interest.

Southwestern Public Service Company (“Company”), a corporation organized and existing under the laws of the State of New Mexico, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest on June 1 to the holder of record on May 15 and on December 1 to the holder of record on November 15 of each year commencing December 1, 2014. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 1, 2014. Interest will be computed on the basis of a 360-day year of twelve 30-day months and, with respect to any period less than a full calendar month, based on the actual number of days elapsed during such period. In any case where any interest payment date or date on which the principal of this Note is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such interest payment date or date on which the principal of this Note is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such interest payment date or the date on which the principal of this Note is required to be paid. As used herein, “Business Day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Note are authorized or required by law, regulation or executive order to remain closed.

2.     Method of Payment.

The Company will pay interest on this Note to the person who is the registered Holder of the Note at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. This Note must be surrendered to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. So long as this Note is in book-entry only form and registered in the name of The Depository Trust Company, or a nominee thereof, as Depositary, the Company will wire any payments of principal, interest or premium to such Depositary. Otherwise, the Company may pay principal and interest by check payable in such money. It may mail an interest check to the Holder’s registered address.

3.     Bond Agents.

The Bank of New York Mellon Trust Company, N.A., will act as Paying Agent and Transfer Agent. The Company may change any Paying Agent or Transfer Agent without notice or provide for more than one such agent. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee.

4.     Indenture.

This Note is one of a series of securities issued under an Indenture dated as of February 1, 1999 (“Original Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as trustee (“Trustee”) (such Original Indenture as heretofore and hereinafter supplemented, the “Indenture”). The terms of this Note include those stated in the Indenture including in the Fifth Supplemental Indenture dated as of November 1, 2008 creating the Notes of this series (the “Fifth Supplemental Indenture”), as amended by the Sixth Supplemental Indenture dated as of June 1, 2014 (the “Sixth Supplemental Indenture”), and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, including the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, and the Act for a statement of such terms.

5.     Optional Redemption.

The Notes of this series are subject to redemption upon not less than 30 days’ notice by first class mail, in whole at any time or in part from time to time at the option of the Company, at a “make whole” redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (excluding the portion of any such interest accrued to the date fixed for redemption) discounted to the date fixed for redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus accrued and unpaid interest to the date fixed for redemption.

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

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

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

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

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

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

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding the date fixed for redemption.

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

In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

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

6.     Notice of Redemption.

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

A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice (“Conditional Redemption”) and such notice of Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company.

7.     Collateral Security.

For the purpose of providing collateral security for the Notes of this series, the Company has executed and delivered the Collateral 8.75% First Mortgage Bonds, Series No. 2 due 2018 (the “Collateral First Mortgage Bonds”) to the Trustee pursuant to Supplemental Indenture No. 2 dated as of June 1, 2014 (the “First Mortgage Bond Supplemental Indenture No. 2”) to the Indenture dated as of August 1, 2011 (the “Original First Mortgage Bond Indenture”) between the Company and U.S. Bank National Association, as trustee (the “First Mortgage Bond Trustee”) (such Original First Mortgage Bond Indenture, as heretofore and hereinafter supplemented, the “First Mortgage Bond Indenture”). For the avoidance of doubt, any amounts received by the Trustee with respect to the Collateral First Mortgage Bonds will be applied to satisfy any obligations under the Notes of this series and not any other securities outstanding under the Indenture. As used herein, the “Effective Date” is the first date on which additional first mortgage bonds are issued pursuant to Supplemental Indenture No. 3 to the Original First Mortgage Bond Indenture after the date of this Note in an aggregate principal amount that requires the Company to comply with Section 1.07 of the Fifth Supplemental Indenture.

From and after the Effective Date, upon (i) the occurrence of an Event of Default under the Indenture with respect to the Notes of this series and an acceleration of the principal of the Notes of this series and receipt by the First Mortgage Bond Trustee and the Company of a Redemption Demand (as defined in the First Mortgage Bond Supplemental Indenture No. 2) from the Trustee pursuant to the First Mortgage Bond Supplemental Indenture No. 2 (which the Trustee shall deliver upon such acceleration of the Notes of this series), (ii) the acceleration of the principal of all securities outstanding under the First Mortgage Bond Indenture, or (iii) the failure of the Company to pay the principal amount of the Notes of this series on December 1, 2018, the Collateral First Mortgage Bonds will begin to bear interest, and principal and interest thereon will be payable, in accordance with the provisions specified in the First Mortgage Bond Supplemental Indenture No. 2, and the Trustee shall specify the Initial Interest Accrual Date (as defined in the First Mortgage Bond Supplemental Indenture No. 2) in a written notice to the First Mortgage Bond Trustee.

From and after the Effective Date, pursuant to the First Mortgage Bond Indenture and the Sixth Supplemental Indenture, the Trustee shall issue a Redemption Demand to the First Mortgage Bond Trustee and the Company in respect of the Collateral First Mortgage Bonds consistent with the provisions of First Mortgage Bond Supplemental Indenture No. 2 and the Sixth Supplemental Indenture upon the acceleration of the Notes of this series.

From and after the Effective Date, if an Event of Default under the Indenture occurs and is continuing with respect to the Notes of this series and the Notes of this series have been accelerated (to the extent the Notes of this series are not already due and payable) as a consequence of such Event of Default, the Trustee in its discretion may, and, subject to

Section 6.05 of the Original Indenture, upon the written direction of the Holders of not less than a majority in principal amount of all Notes of this series then outstanding and receipt of indemnity to its satisfaction shall, exercise such other rights as it shall possess under the First Mortgage Bond Indenture as a holder of the Collateral First Mortgage Bonds.

From and after the Effective Date, upon any waiver under Section 6.04 of the Original Indenture of any Event of Default with respect to the Notes of this series as a consequence of which the Notes of this series were accelerated or any rescission of acceleration of the Notes of this series under Section 6.02 of the Original Indenture, the Trustee shall immediately rescind in writing any Redemption Demand previously given to the First Mortgage Bond Trustee. The annulment or rescission of a declaration that all first mortgage bonds outstanding under the First Mortgage Bond Indenture are immediately due and payable shall also constitute a waiver of a default described in the second sentence of paragraph 14 hereof and waiver and rescission of its consequences, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Upon payment of the principal of, premium, if any, and interest on any of the Notes of this series, whether at maturity or prior to maturity by redemption or otherwise, and the surrender thereof to, and cancellation thereof by, the Trustee or upon provision for the payment hereof having been made in accordance with the provisions of Article 8 of the Original Indenture, the Collateral First Mortgage Bonds in a principal amount equal to the aggregate principal amount of the Notes of this series so surrendered and cancelled or for the payment of which provision has been made shall be deemed fully paid and the obligations of the Company thereunder terminated, and such Collateral First Mortgage Bonds shall be surrendered by the Trustee to the First Mortgage Bond Trustee, and shall be cancelled by the First Mortgage Bond Trustee and the Trustee shall, at the expense of the Company, execute and deliver such written instruments as are reasonably requested by the Company to discharge the obligations under such Collateral First Mortgage Bonds.

8.     Denominations, Transfer, Exchange.

The Notes of this series are in registered form without coupons in denominations of multiples of $1,000. The transfer of this Note may be registered and this Note may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of this Note or portion thereof selected for redemption. Also, it need not exchange or register the transfer of this Note for a period of 15 days before a selection of Securities to be redeemed.

9.     Persons Deemed Owners.

The registered holder of this Note may be treated as its owner for all purposes.

10.     Amendments and Waivers.

Subject to certain exceptions, the Indenture or the Notes of this series may be amended with the consent of the holders of a majority in principal amount of the securities of all series

affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series.

Without the consent of any Securityholder, the Indenture or the Notes of this series may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder.

11.     Restrictive Covenants.

The Notes of this series are general obligations of the Company effectively secured as provided in the Sixth Supplemental Indenture and shall initially be authenticated and delivered in the aggregate principal amount of $250,000,000. The Notes of this series may be reopened and additional Notes of this series may be issued in accordance with the terms of the Indenture. The Indenture does not limit other unsecured debt.

12.     Successors.

When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.

13.     Defeasance Prior to Redemption or Maturity.

Subject to certain conditions as set forth in Article 8 of the Indenture, the Company at any time may terminate some or all of its obligations under this Note and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on this Note to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations.

14.     Defaults and Remedies.

An Event of Default includes: default for 60 days in payment of interest on the Notes of this series; default in payment of principal on the Notes of this series; default by the Company for 90 days after notice to it in the performance of any of its other agreements applicable to the Notes of this series; certain events of bankruptcy or insolvency; and any other Event of Default provided for in this series. From and after the Effective Date, in addition to the Events of Default specified in Section 6.01 of the Original Indenture, it shall be an Event of Default if all first mortgage bonds outstanding under the First Mortgage Bond Indenture shall, if not already due, have become immediately due and payable whether by declaration of the First Mortgage Bond Trustee or otherwise, and such acceleration shall not have been rescinded or annulled within 15 calendar days after such acceleration. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Notes of this series may declare the principal of all the Notes of this Series to be due and payable immediately.

The Securityholders of a majority in principal amount of Notes of this series may, by notice to the Trustee, rescind an acceleration so long as the rescission would not conflict with any judgment or decree and if all existing events of default on the Notes of this series have been

cured or waived except non-payment of principal or interest that has become due solely because of the acceleration.

Securityholders may not enforce the Indenture or the Notes of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes of this series. Subject to certain limitations, holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

15.     Trustee Dealings with Company.

The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

16.     No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. The Holder hereof by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.

17.     Authentication.

This Note shall not be valid until authenticated by a manual signature of the Trustee.

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

19.     Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act).

The Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the Supplemental Indenture, which contains the text of this Note in larger type . Requests may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401, Attention: Corporate Secretary.

____________________

Dated: [__________________]

SOUTHWESTERN PUBLIC SERVICE

COMPANY

By:                             

Name:                             

Title:                             

By:                             

Name:                             

Title:                             

Attest:

By:                             

Name:                             

Title:                             

(Seal)

Authenticated:

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

By:     

Name:     

Title:     

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:
_________________________________
_________________________________

(Insert assignee’s Soc. Sec. or tax I.D. no.)

______________________________

______________________________

______________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ______ agent to transfer this Note on the books of the Company . That agent may substitute another to act for him.

Date:                              Your Signature:             

(Sign exactly as your name appears on the other side of This Note)

US.53836009.09

SUPPLEMENTAL INDENTURE

(First Mortgage Bonds)

SOUTHWESTERN PUBLIC SERVICE COMPANY

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. 2 are set out in Section 108 of the Indenture hereinafter referred to:

Trustee:    Company:

U.S. Bank National Association    Southwestern Public Service Company

U.S. Bank Corporate Trust Services    Tyler at Sixth Street

60 Livingston Avenue, EP-MN-WS3C    Amarillo, Texas 79101

St. Paul, MN 55107-2292

Facsimile No. 651-495-8097

Attention: Joshua A. Hahn

Supplemental Indenture No. 2

Dated as of June 1, 2014

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

Establishing the Securities of Series No. 2,

Designated Collateral 8.75% First Mortgage Bonds, Series No. 2 due 2018

SUPPLEMENTAL INDENTURE NO. 2 , dated as of June 1, 2014 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 NATIONAL ASSOCIATION , a national banking association, as trustee (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. 2. 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 Indenture referred to in Schedule B for the purpose of establishing a series of securities.

The Company desires to establish a new series of Securities to be designated “Collateral 8.75% First Mortgage Bonds, Series No. 2 due 2018,” such series of Securities to be hereinafter sometimes called “ Series No. 2 .”

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 2 to establish the Securities of Series No. 2 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 2 a valid agreement of the Company, and to make the Securities of Series No. 2 valid obligations of the Company, have been performed.

Granting Clauses

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 2 WITNESSETH , that, in consideration of the premises and of the purchase or other acquisition 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:

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. 2, 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; (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. 2 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. 2;

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

Collateral Securities

There are hereby established the Securities of Series No. 2, which shall be issued and delivered to, and initially registered solely in the name of, The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Senior Trustee ”), under the Indenture dated as of February 1, 1999 between the Company and the Senior Trustee (such Indenture, as supplemented from time to time, the “ Senior Indenture ”) to convey the benefit of the lien of the Indenture to such Senior Trustee for the benefit of the holders of the Series G Senior Notes, 8.75% due 2018 (the “ Series G Notes ”) issued and outstanding under the Senior Indenture. All payments of principal of and interest on the Securities of Series No. 2 shall be payable to the Senior Trustee as the Holder of the Securities of Series No. 2.

ARTICLE TWO

Securities of Series No. 2

The Securities of Series No. 2 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. 2 shall be “Collateral 8.75% First Mortgage Bonds, Series No. 2 due 2018”;

(b) the Securities of Series No. 2 shall be authenticated and delivered in the aggregate principal amount of $250,000,000 and shall be represented by a single definitive Security; provided that the principal amount of the Securities of Series No. 2 Outstanding as of any particular time shall be equal to the principal amount of Series G Notes which are at the time outstanding under the Senior Indenture;

(c) interest on the Securities of Series No. 2 shall be payable to the Senior Trustee;

(d) the principal of the Securities of Series No. 2 shall be payable on December 1, 2018, the Stated Maturity for Series No. 2;

(e) the Securities of Series No. 2 shall bear interest at a rate of 8.75% per annum; interest will be computed on the basis of a 360-day year of twelve 30-day months and, with respect to any period less than a full calendar month, based on the actual number of days elapsed during such period; the Interest Payment Dates for such Securities shall be June 1 and December 1 in each year, commencing on the first such Interest Payment Date to occur after the Initial Interest Accrual Date (as defined below) 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); provided, however, that interest on the Securities of Series No. 2 shall not commence to accrue unless and until (i) such Securities are required to be mandatorily redeemed as contemplated in clause (h), (ii) all Securities Outstanding under the Indenture shall become immediately due and payable pursuant to Section 902 of the Original Indenture, or (iii) the principal amount of the Series G Notes is not paid on December 1, 2018, and, in any such event, interest shall commence to accrue from the last date to which interest on the Series G Notes shall have been paid in full (the “ Initial Interest Accrual Date ”), as specified by the Senior Trustee in a written notice to the Trustee; interest on such Securities, having commenced to accrue as aforesaid, shall be and remain due and payable until paid in full (unless the mandatory redemption or acceleration giving rise to the accrual of interest as aforesaid shall have been rescinded or annulled, in which event such accrual of interest shall automatically be rescinded and annulled);

(f) the Corporate Trust Office of U.S. Bank National Association in New York, New York shall be the place at which (i) the principal of, and interest, if any, on the Securities of Series No. 2 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 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 the Trustee shall at all times be the Paying Agent for the Securities of Series No. 2;

(g) the Securities of Series No. 2 shall not be redeemable at the option of the Company at any time prior to December 1, 2018;

(h) if the Series G Notes shall have become immediately due and payable due to the occurrence and continuance of an Event of Default (as defined in the Senior Indenture) with respect to the Series G Notes under the Senior Indenture or if the principal amount of the Series G Notes is not paid on December 1, 2018 and if all Securities Outstanding under the Indenture are not then immediately due and payable following an Event of Default under the Indenture, the Securities of Series No. 2 shall be redeemed by the Company, in whole, at a redemption price equal to 100% of the principal amount thereof plus accrued interest from the Initial Interest Accrual Date to the date of redemption upon receipt by the Company and the Trustee of a written demand for such redemption (a “ Redemption Demand ”) executed and delivered by the Senior Trustee and stating (1) that such Series G Notes have become immediately due and payable due to the occurrence and continuance of an Event of Default (as defined in the Senior Indenture) with respect to the Series G Notes under the Senior Indenture or that the principal amount of such Series G Notes was not paid on December 1, 2018, (2) that the redemption of such Securities of Series No. 2 is thereby demanded by such Senior Trustee and (3) the Initial Interest Accrual Date; provided, however, that the Company’s obligation to redeem the Securities of Series No. 2 pursuant to such Redemption Demand shall be deemed to have been waived if the declaration of acceleration of maturity of the Series G Notes precedent to such Redemption Demand shall have been rescinded and annulled in accordance with the terms of the Senior Indenture or if such principal amount originally due on December 1, 2018 and all accrued interest thereon shall have been paid, as applicable, and if the Trustee shall have received written notice of rescission of the Redemption Demand from the Senior Trustee; and provided, further, that the Company shall promptly furnish to the Trustee an Officer’s Certificate certifying as to such rescission and annulment or payment, as applicable. No party is entitled to receive notice of any such redemption and no notice shall be required to be given other than the Redemption Demand provided for in this clause (h). The Redemption Demand shall be deemed to be notice by the Senior Trustee to the Trustee of an Event of Default unless the Company deposits cash, or is deemed to deposit such cash pursuant to clause (u)(ii), with the Trustee in an amount equal to the redemption price on the date of receipt of the Redemption Demand;

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

(j) not applicable;

(k) not applicable;

(l) not applicable;

(m) not applicable;

(n) not applicable;

(o) not applicable;

(p) not applicable;

(q) not applicable;

(r) not applicable;

(s) the Securities of Series No. 2 are to be registered in the name of The Bank of New York Mellon Trust Company, N.A., as trustee under the Senior Indenture, and shall not be transferable or exchangeable, nor shall any purported transfer be registered, except to a successor trustee under the Senior Indenture (and in the event of such transfer to a successor trustee under the Senior Indenture, references herein to “Senior Trustee” shall refer to such successor trustee); no service charge shall be made for the registration of transfer or exchange of the Securities of Series No. 2; 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;

(t) not applicable; and

(ii) Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of or interest on the Securities of Series No. 2 or any deposit with respect thereto shall be deemed to be satisfied and discharged to the extent of the corresponding payment (A) made by the Company to the holders of the Series G Notes pursuant to the Senior Indenture and/or (B) made with moneys on deposit in any fund or account maintained under such Senior Indenture for the payment of the principal of or interest on the Series G Notes. Following any payment of principal on the Series G Notes by optional redemption, at stated maturity, or otherwise, the Company shall promptly furnish to the Trustee an Officer’s Certificate certifying as to such payment and the principal amount of Series G Notes outstanding following such principal payment, together with written concurrence by the Senior Trustee of such payment and principal amount outstanding. Upon receipt of such Officer’s Certificate, the Trustee, as Security Registrar, shall reduce the principal amount outstanding of the Securities of Series No. 2 on the Security Register as set forth in such Officer’s Certificate, and the Securities of Series No. 2 shall thereafter for all purposes be deemed outstanding in the revised principal balance set forth in the Security Register. No Person shall be entitled to notice from the Trustee regarding any reduction in principal of Securities of Series No. 2 as set forth herein.

(iii) The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on the Securities of Series No. 2 as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Senior Trustee, signed by an authorized officer thereof, stating that the principal of and/or interest on such Securities has

become due and payable and has not been fully paid and specifying the amount of funds required to make such payment.

(iv) The Trustee may conclusively presume that all statements made in a Redemption Demand are true and correct and, unless advised to the contrary by the Senior Trustee in a written notice to the Trustee and by the Company in an Officer’s Certificate, that no redemption demanded in a Redemption Demand has been rescinded, and shall be entitled to receive, and to conclusively rely on, a written notice from the Senior Trustee as to the amount of interest accruing on the Securities of Series No. 2 from time to time.

The Securities of Series No. 2 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 THREE

Miscellaneous Provisions

This Supplemental Indenture No. 2 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 2, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 2 shall together constitute one and the same instrument.

If any provision of this Supplemental Indenture No. 2 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.

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed as of the day and year first above written.

SOUTHWESTERN PUBLIC SERVICE

COMPANY

By:     /s/ George E. Tyson II                

Name:     George E. Tyson II

Its:     Vice President and Treasurer

This instrument was acknowledged before me on the 30th day of May, 2014, by George E. Tyson II, the Vice President and Treasurer of Southwestern Public Service Company, a New Mexico corporation, on behalf of said corporation.

/s/ Sharon M. Quellhorst            

Name: Sharon M. Quellhorst

Notary Public, State of Minnesota

My commission expires: January 31, 2015

(Seal, if any)

U.S. BANK NATIONAL ASSOCIATION,

  Trustee

By:         /s/ Joshua A. Hahn            

Name:     Joshua A. Hahn            

Its:     Vice President             

This instrument was acknowledged before me on the 30th day of May, 2014, by Joshua A. Hahn , a Vice President of U.S. Bank National Association, a national banking association, on behalf of said national banking association.

/s/ Kelly J. Wagner    

Name: Kelly J. Wagner    

Notary Public, State of Minnesota    

My commission expires: January 31, 2018    

(Seal, if any)

This Security is not a Discount Security

within the meaning of the within-mentioned Indenture

__________________________

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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Senior Trustee”), under the Indenture dated as of February 1, 1999 between the Company and the Senior Trustee (the “Senior Indenture”) or a successor trustee under the Senior Indenture, the principal sum of [           ] Dollars on the Stated Maturity specified above, and to pay interest thereon from and after the Initial Interest Accrual Date (as defined below) or from the most recent Interest Payment Date subsequent to such Initial Interest Accrual 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 on the first such Interest Payment Date to occur after the Initial Interest Accrual Date and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for; provided, however, that interest on this Security shall not commence to accrue unless and until (i) this Security is to be mandatorily redeemed as contemplated herein, (ii) all Securities Outstanding under the Indenture shall become immediately due and payable pursuant to Section 902 of the Original Indenture, or (iii) the principal amount of the Series G Senior Notes, 8.75% due 2018 issued under the Senior Indenture (the “Series G Notes”) is not paid on December 1, 2018, and, in any such event, interest shall commence to accrue from the last date to which interest on the Series G Notes shall have been paid in full (the “Initial Interest Accrual Date”), as specified by the Senior Trustee in a written notice to the Trustee; interest on this Security, having commenced to accrue as aforesaid, shall be and remain due and payable until paid in full (unless the mandatory redemption or acceleration giving rise to the accrual of interest as aforesaid shall have

been rescinded or annulled, in which event such accrual of interest shall automatically be rescinded and annulled). Interest on this Security will be computed on a basis of a 360-day year of twelve 30-day months and, with respect to any period less than a full calendar month, based on the actual number of days elapsed during such period. 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 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 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 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 such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and the Senior Trustee. 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 (such Indenture as originally executed and delivered and 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 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.

This Security shall not be redeemable at the option of the Company at any time prior to December 1, 2018.

If the Series G Notes shall have become immediately due and payable due to the occurrence and continuance of an Event of Default (as defined in the Senior Indenture) with respect to the Series G Notes under the Senior Indenture or if the principal amount of the Series G Notes is not paid on December 1, 2018 and if all Securities Outstanding under the Indenture are not then immediately due and payable following an Event of Default under the Indenture, this Security shall be redeemed by the Company, in whole, at a redemption price equal to 100% of the principal amount thereof plus accrued interest from the Initial Interest Accrual Date to the date of redemption upon receipt by the Company and the Trustee of a written demand for such redemption (a “Redemption Demand”) executed and delivered by the Senior Trustee and stating (1) that such Series G Notes have become immediately due and payable due to the occurrence and continuance of an Event of Default (as defined in the Senior Indenture) with respect to the Series G Notes under the Senior Indenture or that the principal amount of such Series G Notes was not paid on December 1, 2018, (2) that the redemption of this Security is thereby demanded by such Senior Trustee and (3) the Initial Interest Accrual Date; provided, however, that the Company’s obligation to redeem this Security pursuant to such Redemption Demand shall be deemed to have been waived if the declaration of acceleration of maturity of the Series G Notes precedent to such Redemption Demand shall have been rescinded and annulled in accordance with the terms of the Senior Indenture or if such principal amount originally due on December 1, 2018 and all accrued interest thereon shall have been paid, as applicable, and if the Trustee shall have received written notice of rescission of the Redemption Demand from the Senior Trustee; and provided, further, that the Company shall promptly furnish to the Trustee an Officer’s Certificate certifying as to such rescission and annulment or payment, as applicable. No party is entitled to receive notice of any such redemption and no notice shall be required to be given other than the Redemption Demand provided for in this paragraph. The Redemption Demand shall be deemed to be notice by the Senior Trustee to the Trustee of an Event of Default unless the Company deposits cash, or is deemed to deposit such cash pursuant to the first sentence of the second succeeding paragraph below, with the Trustee in an amount equal to the redemption price on the date of receipt of the Redemption Demand.

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.

Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of or interest on this Security or any deposit with respect thereto shall be deemed to be satisfied and discharged to the extent of the corresponding payment (A) made by the Company to the holders of the Series G Notes pursuant to the Senior Indenture and/or (B) made with moneys on deposit in any fund or account maintained under such Senior Indenture for the payment of the principal of or interest on the Series G Notes. Following any payment of principal on the Series G Notes by optional redemption, at stated maturity, or otherwise, the Company shall promptly furnish to the Trustee an Officer’s Certificate certifying

as to such payment and the principal amount of Series G Notes outstanding following such principal payment, together with written concurrence by the Senior Trustee of such payment and principal amount outstanding. Upon receipt of such Officer’s Certificate, the Trustee, as Security Registrar, shall reduce the principal amount outstanding of this Security on the Security Register as set forth in such Officer’s Certificate, and this Security shall thereafter for all purposes be deemed outstanding in the revised principal balance set forth in the Security Register. No Person shall be entitled to notice from the Trustee regarding any reduction in principal of this Security as set forth herein.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on this Security as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Senior Trustee, signed by an authorized officer thereof, stating that the principal of and/or interest on this Security has become due and payable and has not been fully paid and specifying the amount of funds required to make such payment.

The Trustee may conclusively presume that all statements made in a Redemption Demand are true and correct and, unless advised to the contrary by the Senior Trustee in a written notice to the Trustee and by the Company in an Officer’s Certificate, that no redemption demanded in a Redemption Demand has been rescinded, and shall be entitled to receive, and to conclusively rely on, a written notice from the Senior Trustee as to the amount of interest accruing on this Security from time to time.

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.

Section 801 of the Indenture, as it relates to the ability of the Company to cause this Security to be deemed to have been paid prior to the Maturity of this Security, shall not apply to this Security.

As provided in the Indenture and subject to certain limitations therein and herein set forth, the transfer of this Security to the successor trustee under the Senior Indenture is registrable in the Security Register, upon surrender of this Security for registration of transfer at the corporate office of U.S. Bank 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 Senior Trustee or its 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 successor trustee under the Senior Indenture (and in the event of such transfer to a successor trustee under the Senior Indenture, references herein to ‘Senior Trustee” shall refer to such successor trustee).

The Securities of this series are issuable only as registered Securities, without coupons, and in denominations of $1,000 and multiples of $1,000 in excess thereof.

No service charge shall be made for any such registration of transfer, 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, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are authorized or required by law, regulation 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:                             

Its:                             

CERTIFICATE OF AUTHENTICATION

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

Dated: [               ], 2014

U.S. BANK NATIONAL ASSOCIATION,    U.S. BANK NATIONAL ASSOCIATION ,

as Trustee    as Trustee

By                              By                         

Authorized Officer    as Authenticating Agent

By                         

Authorized Officer

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

,the successor Trustee under the Senior Indenture referred to in the within Security, 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.

The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, 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:

The Indenture dated as of August 1, 2011, granted by Southwestern Public Service Company to U.S. Bank National Association, 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:

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:

DESCRIPTION OF PROPERTY

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 Lands and Water Rights in the State of Texas and the State of New Mexico described below, together with all property related, used or appurtenant thereto of the kind and nature described in Granting Clause First (other than Excepted Property):

The following properties are in the State of Texas and the counties thereof:

1.     Lands . The following described real property acquired by the Company and described in the following Deeds into the Company (the “ Lands ”):

as to the following property:

Being a tract or parcel in Tract 3, Douglas Subdivision of a part of Section 38, Block Y of the W.D. & F.W. Johnson Subdivision, Bailey County, Texas (dedication and plat of record Volume 69, Pages 259-260 of the Deed Records of Bailey County) and being described as follows:

BEGINNING at a 3/8 inch iron rod set with a cap marked HBD in the Westerly line of State Highway 214, the Northeast corner of the aforesaid Tract 3, Douglas Subdivision for the Northeast corner of this tract;

THENCE South 03 degrees 42 minutes 51 seconds West (bearings referenced to the Texas Coordinate System, North Central Zone, NAD 83), 214.00 feet along the Westerly line of State Highway 214 to a 3/8 inch iron rod set with a cap marked HBD, the Southeast corner of this tract;

THENCE North 86 degrees 17 minutes 09 seconds West, 450.00 feet to a 3/8 inch iron rod set with a cap marked HBD, the Southwest corner of this tract;

THENCE North 03 degrees 42 minutes 51 seconds East along a line parallel to the Westerly line of aforesaid State Highway 214 a distance of 208.99 feet to a 3/8 inch iron rod set with cap marked HBD, set in the North line of Tract 3 and the South line of Tract A for the Northwest corner of this tract;

THENCE South 86 degrees 55 minutes 24 seconds East, 450.03 feet along the South line of Tract A and the North line of Tract 3 to the PLACE OF BEGINNING.

The above described tract contains a computed area of 2.185 acres.

as to the following property:

Being a tract or parcel in Tract A, Douglas Subdivision of a part of Section 38, Block Y of the W.D. & F.W. Johnson Subdivision, Bailey County, Texas (dedication and plat of record Volume 69, Pages 259-260 of the Deed Records of Bailey County) and being described as follows:

BEGINNING at a 3/8 inch iron rod set with a cap marked HBD in the Westerly line of State Highway 214, the most Southerly, Southeast corner of the aforesaid Tract A, Douglas Subdivision for the Southeast corner of this tract;

THENCE North 86 degrees 55 minutes 24 seconds West (bearing referenced to the Texas Coordinate System, North Central Zone, NAD 83), 450.03 feet along the South line of Tract A and the North line of Tract 3 to a 3/8 inch iron rod set with a cap marked HBD, the Southwest corner of this tract;

THENCE North 03 degrees 42 minutes 51 seconds East along a line parallel to the Westerly line of aforesaid State Highway 214, a distance of 41.01 feet to a 1/2 inch iron rod found with cap marked HBD, the Southwest corner of that certain tract known as five acres conveyed to Southwestern Public Service Company by instrument of conveyance of record Volume 58, Page 239 of the Deed Records for the Northwest corner of this tract;

THENCE South 86 degrees 17 minutes 09 seconds East, 450.00 feet along a northerly line of Tract A and the South line of said Southwestern Public Service Company tract to a 1/2 inch iron rod found with a cap marked HBD in the Westerly line of State Highway 214 for the Northeast corner of this tract;

THENCE South 03 degrees 42 minutes 51 seconds West, 36.00 feet along the Westerly line of State Highway 214 to the PLACE OF BENINNING.

The above described tract contains a computed area of 0.398 acres.

as to the following property:

A 40.435 acre (1,761.355 square foot) tract of land being the Southwest Quarter (SW/4) of the Southwest (SW/4) of Section 12, Block 10-T, T. & N. O. Survey, Castro County, Texas, said 40.435 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a steel cable found for the Southwest corner of Section 12;

(1) THENCE North 01 degrees 13 minutes 19 seconds East, (bearings referenced to the Texas Coordinate System, North Zone, NAD 83) along with the West line of Section 12, a distance of 1334.20 feet to a 3/8" iron rod with cap marked "HBD" set for the Northwest corner of this tract, whence a steel cable found for the Northwest corner of Section 12 bears North 01 degrees 13 minutes 19 seconds East, 4002.61 feet;

(2) THENCE South 88 degrees 46 minutes 39 seconds East, at a distance of 30.0 feet pass a 3/8" iron rod with cap marked "HBD" set for reference, continue for a total distance of 1320.21 feet to a 3/8" iron rod with cap marked "HBD" set for the Northeast corner of this tract;

(3) THENCE South 01 degrees 13 minutes 20 seconds West, at a distance of 1304.09 feet to a 3/8" iron rod with cap marked "HBD" set for reference, continue for a total distance of 1334.09 feet to a 3/8" iron rod with cap marked "HBD" set in the South line of Section 12 for the Southeast corner of this tract, whence a 1-1/2" iron pipe with a 3/8 inch iron rod inside found for the Southeast corner of Section 12 bears, South 88 degrees 46 minutes 56 seconds East, 3960.64 feet; and

as to the following property:

Being an 8.00 acre tract of land lying in Section 4, Block 0-3, Castro County, Texas, and being further described by metes and bounds as follows:

COMMENCING at a 3/8" iron rod with cap marked "HBD" set for the Southwest corner of Section 4, whence a 3/8" iron rod found for the Southwest corner of Section 9, Block 0-3 bears North 88 degrees 41 minutes 36 seconds West, 5240.50 feet (Bearings referenced to the Texas Coordinate System, North Zone, NAD83);

THENCE South 88 degrees 41 minutes 36 seconds East, along the South line of Section 4, a distance of 48.44 feet to a point;

THENCE North 01 degree 14 minutes 58 seconds East, a distance of 25.34 feet to a 1/2" iron rod found for the Southwest corner of that certain 5.00 acre Easement & Right of Way granted to Southwestern Public Service Company, by instrument of record in Volume 116, Page 9, Deed Records of Castro County, Texas, same being the Southwest and Beginning Corner of this tract;

(1) THENCE North 01 degree 14 minutes 58 seconds East, parallel with the West line of Section 4 and along the West line of said Easement & Right of Way, a distance of 528.00 feet to a 3/8" iron rod with cap marked "HBD" set for the Northwest corner of this tract;

(2) THENCE South 88 degrees 41 minutes 36 seconds East, parallel, with the South line of Section 4, a distance of 660.00 feet to a 3/8" iron rod with cap marked "HBD" set for the Northeast corner of this tract;

(3) THENCE South 01 degrees 14 minutes 58 seconds West, parallel with the West line of Section 4, a distance of 528.00 feet to a 3/8" iron rod with cap marked "HBD" set for the Southeast corner of this tract;

(4) THENCE North 88 degrees 41 minutes 36 seconds West, parallel with the South line of Section 4, a distance of 660.00 feet to the Point of Beginning of this tract;

Said tract contains a computed area of 8.00 acres of land of which 5.00 acres lie within the Easement & Right of Way granted to Southwestern Public Service Company, in Volume 116, Page 9, Deed Records of Castro County, Texas.

as to the following property:

Being a 0.999 acre tract of land lying in the Southwest part of Section 4, Block 0-3, Castro County, Texas, and being further described by metes and bounds as follows:

BEGINNING at a 3/8" iron rod with cap marked "HBD" found for the Southwest corner of Section 4, whence a 3/8" iron rod found for the Southwest corner of Section 9, Block 0-3 bears North 88 degrees 41 minutes 36 seconds West, 5240.50 feet (bearings referenced to the Texas Coordinate System, North Zone, NAD83);

THENCE North 01 degree 14 minutes 58 seconds East, along the West line of Section 4 a distance of 555.34 feet to a 3/8" iron rod with cap marked “HBD" set;

THENCE South 88 degrees 41 minutes 36 seconds East, parallel with the South line of Section 4, a distance of 48.44 feet to a 3/8" iron rod with cap marked “HBD" found for corner;

THENCE South 01 degree 14 minutes 58 seconds West, parallel with the West line of Section 4, a distance of 528.00 feet to a 1/2" iron rod found for corner;

THENCE South 88 degrees 41 minutes 36 seconds East, parallel with the South line of Section 4, a distance of 660.00 feet to a 3/8" iron rod with cap marked "HBD" found for corner;

THENCE South 01 degree 14 minutes 58 seconds West, parallel with the West line of Section 4, a distance of 25.34 feet to a 3/8" iron rod with cap marked "HBD" set for corner in the South line of Section 4;

as to the following property:

A 7.50 acre tract, more or less, out of the Northwest part of Section 38, Block K-3, Certificate No. 333, Abstract No. 1193, Patent No. 546, Volume 12A of the S. K. & K. Surveys in Deaf Smith County, Texas, described as follows:

COMMENCING at a 1-1/4 inch iron pipe found for the Northwest corner of said Section 38, Block K-3;

THENCE South 88° 44' 26" East, along the North line of said Section 38, a distance of 1601.48 feet to a point;

THENCE South 01° 20' 00" West, a distance of 2.35 feet to a 3/8 inch iron rod with a cap stamped "HBD" set for the Northwest corner and PLACE OF BEGINNING;

THENCE South 88° 46' 25" East, a distance of 433.35 feet to a 3/8 inch rod with a cap stamped "HBD" for the Northeast corner of this tract;

THENCE 01° 20' 00" West, a distance of 494.00 feet to a 3/8 inch iron rod with a cap stamped "HBD" set for the beginning of a curve to the left, having a radius of 1325.78 feet;

THENCE Southwesterly along said curve to the left an arc distance of 504.21 feet to a 3/8 inch iron rod with a cap stamped "HBD" set;

THENCE West, a distance of 150.00 feet to a 3/8 inch iron rod with a cap stamped "HBD" set; and

THENCE North 01° 20' 00" East, a distance of 910.04 feet to the PLACE OF BEGINNING.

as to a tract of land of approximately 3.444 acres, more or less, being all of the 5.739 acre tract lying in Section 25, Block AX, Public School Land Survey, Gaines County, Texas described in the above referenced Deed save and except the 2.296 acre tract conveyed by the Company to Lea

as to the following property:

A 20 acre tract out of the Southeast part of Section 15, Block H, Certificate No. 84G, D&W Ry. Co. Survey, Gaines County, Texas, and being further described by metes and bounds as follows:

BEGINNING at an iron rod with aluminum cap found for the Southeast corner of Section 15, Block H, D&W Ry. Co. Survey, Gaines County, Texas;

THENCE N 87°57’22"W, along the South line of said Section 15, a distance of 933.41 feet to a mag nail set in pavement for the Southwest corner of this tract;

THENCE N 02°00’18"E, at a distance of 50.00 feet pass a 3/8 inch iron rod with cap stamped "RPLS 4664" set for reference, continue for a total distance of 933.41 feet to a ¹ /2 inch iron rod with cap stamped "HBD" set for the Northwest corner of this tract;

THENCE S 87°57'22"E, at a distance of 883.41 feet pass a 3/8 inch iron rod with cap stamped "RPLS 4664" set for reference, continue for a total distance of 933.41 feet to a mag nail set in pavement in the East line of said Section 15, for the Northeast corner of this tract;

THENCE S 02°00'18"W, along the East line of said Section 15, a distance of 933.41 feet to the Place of Beginning.

as to a tract of land in Sections 65 and 64, Block B-2, H. & G. N. R. R. Co. Survey, Gray County, Texas, described by metes and bounds as follows:

BEGINNING at a common point being the Southeast corner of Section 64 and Northeast corner of Section 65, lying North 89°59'46" West, 1579.40 feet;

THENCE North 25°42'16" East, 288.82 feet to a point in Section 64;

THENCE North 64°17'44" West, 484.0 feet to a point;

THENCE South 25°42'16" West, 500.0 feet to a point;

as to the following property:

Tract 1 :    

Being a 12.08 acre tract consisting of 11.92 acres out of the NE part of the John Kiser Homestead Survey, and 0.16 acres out of the North part of SF # 16242, Plainview, Hale County, Texas:

BEGINNING at a 'A" rod set at the intersection of the West line of Date Street and the North line of Givens Street;

THENCE a true bearing (by GPS) of S. 89°07'42" W. (called S.89°59' W.) along the North line of Givens Street, at 11.14 feet pass the West line of SF # 16242 and the East line of said Kiser Homestead, in all, 412.75 feet to a 3/8" rod found for the SE corner of Lot 1, Block 1 of New Home Addition, Unit No.2 (Vol. 629, P. 497, HCDR);

THENCE N. 0°56'13" W. 369.78 feet (called North 370.05 feet) to a 3/8" rod found for the NE corner of said Lot 1;

THENCE S. 89°07' W. (called S. 89°59' W.), at 372 feet pass the NW corner of said Lot 1, in all 411.86 feet (called 412 feet) to a 3/8" rod found for the NW corner of a Sam Hearn Street widening as recorded in Volume 629, Page 497, HCDR and a SE corner of a Happy Union Baptist Church 9.24 acre tract as recorded in Volume 998, Page 2743 of the Official Public Records of Hale County, Texas;

THENCE N. 1° W. (called N. 0°04'53" W.) 209.83 feet along the East line of said 9.24 acre tract to a 3/8" rod found for the NE corner of said 9.24 acre tract;

THENCE N. 0°53'40" W. 373.68 feet to a 5/8" rod found in the south R/W line of 24 ^th Street (24 ^th Street R/W recorded in Volume 474, Page 105, HCDR) and the East line of a Waggoner Tract 1 as recorded in Volume 715, Page 251, HCDR;

THENCE N. 88°51'35" E. 515.5 feet along the South right of way line of 24 ^th Street to a set 1/2" rod;

THENCE S. 1°28'47" E. 350 feet to a set 1/2" rod;

THENCE N. 88°51'35" E., at 288.86 feet pass the East line of said Kiser Homestead and the West line of SF # 16242, in all, 300 feet to a Y2" rod set in the West line of Date Street (FM 400);

THENCE S. 1°28'47" E. 607.07 feet along the West line of Date Street to the Point of Beginning.

Tract 2 :

    

Being a 2.22 acre tract consisting of 2.17 acres out of the NE part of the John Kiser Homestead Survey, and 0.05 acres out of the North part of SF# 16242, Plainview, Hale County, Texas:

BEGINNING at a 1/2" rod set in the West right of way line of Date Street (F.M. Highway No. 400) for the most Easterly NE corner of a 12.08 acre tract, from which a 1/2" rod set at the intersection of the North line of Givens Street bears S. 1°28'47" E. 607.07 feet;

THENCE N. 1°28'47" W. 156.66 feet to a 5/8" rod found for a point of curvature;

THENCE Northwesterly along street right of way with radius of 195.19 feet, at an arc length of 65.62 feet (chord bearing N. 11°18'16" W. 65.31') pass a 5/8" rod found in the West line of SF # 16242 and the East line of said Kiser Homestead, in all, an arc length of 301.01 feet (total chord bearing N. 45°51'08" W. 272.06 feet) to a 5/8" rod found for a point of tangency in the South right of way line of 24 ^th Street;

THENCE N. 88°51'35" W. 109.74 feet along the South right of way line of 24 ^th Street to a 1/2" rod set for the most Northerly NE corner of said 12.08 acre tract;

THENCE S. 1° 28'47" E. 350 feet to a 1/2" rod set for an interior corner of said 12.08 acre tract;

THENCE East along a North line of said 12.08 acre tract, at 288.86 feet pass the East line of said Kiser Homestead and the West line of SF # 16242, in all, 300 feet to the Point of Beginning.

as to a 5.560 Acre tract of land, located in Sections 10, Block 1, Public Free School Land Survey, Hansford County, Texas and being described by metes and bounds as follows:

Commencing at a 5/8" iron rod found with cap stamped TX 4290, the Northeast Corner of said Section 10;

THENCE S 21°59'11" W, a distance of 1,590.82 feet to a point, the Northeast corner and POINT OF BEGINNING of this tract;

THENCE South, a distance of 301.27 feet to a point;

THENCE S. 89°53'12" W, a distance of 800.00 feet to a point;

THENCE North, a distance of 304.21 feet to a point;

THENCE S. 89°54'12" E, a distance of 800.00 feet to the POINT OF BEGINNING of this tract; Said tract contains a computed area of 5.560 acres (242,190 square feet), more or less.

as to the following property:

Lot 4, Block 3, in the Original Town of Spearman, Hansford County Texas, as shown by the plat recorded in Volume 25, Page 1, Deed Records, Hansford County, Texas.

as to the following property:

Lots 1-6 and 19-24, Block 7; Lots 19-24, Block 7; Lots 19-24, Block 6; Lots 13-24, Block 3; Lot 13, Block 10; and 2.078 acres out of an 18.18 acre tract in Outlot 19; all in the Town of Channing, Hartley County, Texas, as shown by plat recorded in Volume 4, Page 310, Deed Records, Hartley County, Texas, and Ordinance recorded in Volume 107, Page 235, Deed Records, Hartley County, Texas. The said 2.078 acre tract is more fully described as follows:

Being a 2.078 acre tract of land being a part of that certain 18.18 acre tract of land situated in Outlot 19, conveyed to Nick D. Holt, et al, by warranty deed recorded in Volume 125, Page 379, Deed Records of Hartley County, Texas, lying in League 226, Capitol Lands, Hartley County, Texas, and being further described by metes and bounds as follows:

BEGINNING at a 3/8” iron rod with cap marked “HBD” set, whence a 4” x 4” concrete marker and stone found for the Northeast corner of Outlot 19 bears North 07 degrees 22 minutes 20 seconds East, 765.09 feet and South 89 degrees 02 minutes 18 seconds East, 661.94 feet;

(1) THENCE South 76 degrees 55 minutes 38 seconds East, a distance of 542.76 feet to a 3/8” iron rod with cap marked “HBD” set for corner;

(2) THENCE South 13 degrees 04 minutes 02 seconds West, a distance of 109.97 feet to a 3/8” iron rod with cap marked “HBD” set for corner in the North line of the Town of Channing, as recorded in Volume 4, Page 310, Deed Records of Hartley County, Texas;

(3) THENCE North 89 degrees 44 minutes 24 seconds West, along the North line of the Town of Channing, a distance of 533.27 feet to a 1” iron pipe found;

as to the following property:

All of Lots 1 through 6, Block 8, Town of Channing, Hartley County, Texas, as shown by plat recorded in Volume 4, Page 310, Deed Records, Hartley County, Texas, and Ordinance recorded in Volume 107, Page 235, Deed Records, Hartley County, Texas.

as to the following properties:

A 5.06 ± acre tract of land out of James Calk Survey No. 136, Hemphill County, Texas, further being out of a 34.828± acre tract of land described in that certain instrument recorded in Volume 632, Page 146, of the Official Public Records of Hemphill County, Texas, said 5.06± acre tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. September 19, 2013 and being more particularly described by metes and bounds as follows:

Commencing at a T-rail found for the Northwest corner of said James Calk Survey No. 136;

THENCE S. 00° 30' 07" W. (Base Line) 383.53 feet along the West line of said James Calk Survey No. 136 to a 1/2 inch iron rod with cap stamped "Furman RPLS" set for the Northwest and BEGINNING CORNER of this tract of land;

THENCE S. 89° 29' 53" E. 516.99 feet to a 1/2 inch iron rod with cap stamped "Furman RPLS" set for an interior jog corner of this tract of land;

THENCE N. 43° 23' 17" E. 68.63 feet to a ¹ / ₂ inch iron rod with cap found for the Northeast corner of this tract of land and the Northwest corner of a 0.621± acre tract of land described in that certain instrument recorded in Volume 624, Page 740, of the Official Public Records of Hemphill County, Texas;

THENCE S. 47° 02' 36" E. 162.24 feet along the West of said 0.621± acre tract of land to a 1/2 inch iron rod with cap found for the East-Southeast corner of this tract of land in the common line of said 34.828± acre tract of land and a 8.34±

acre   tract   of   land described in that certain instrument recorded in Volume 630, Page 540, of the Official Public Records of Hemphill County, Texas;

THENCE S. 42° 48' 12" W. 346.92 feet along said common line to a 1/2 inch iron rod with cap stamped "Furman RPLS" set for an interior jog corner of hits tract of land;

THENCE S. 18 ^° 56' 13" W. 81.63 feet along said common line to a ¹ / ₂ inch iron rod with cap found for the Southeast corner of this tract of land in the common line of said 34.828± acre tract of land and a 4.435± acre tract of land described in that certain instrument recorded in Volume 717, Page 577, of the Official Public Records of Hemphill County, Texas;

THENCE N. 89° 29' 53" W. 424.10 feet along said common line to a ¹ / ₂ inch iron rod with cap found for the Southwest corner of this tract of land in the West line of said James Calk Survey No. 136;

THENCE N. 00° 30' 07" E. 83.06 feet along said West line passing a T-rail found, continuing for a total distance of 393.25 feet to the PLACE OF BEGINNING and containing a computed area of 5.06 acres of land , more or less.

as to a 16.38 acre tract of land out of the west part of Section 25, Block 0-2, D. & S.E. RR Co. Survey, Lamb County, Texas:

BEGINNING at a steel rod at the N.W. Corner of Section 25, Block 0-2, Lamb County, Texas;

THENCE South along the west line of Section 25, 5,223.3 feet to the north right-of-way line of U.S. Highway No. 70;

THENCE East 128.0 feet along the north right-of-way line of said highway to a 1-inch pipe;

THENCE North parallel and 128.0 feet east of the West line of Section 25, 4,923.3 feet to a 3/8-inch steel rod;

THENCE East, 150.0 feet to a 3/8-inch steel rod;

THENCE North, 300.0 feet to a 3/8-inch steel rod on the north line of Section 25;

THENCE West 278.0 feet to the place of beginning and containing 16.38 acres.

as to the following properties:

TRACT 1:

FIELD NOTES on the Plat Limits of Lots 145-194 and Tract A, SUNRISE ESTATES, an Addition to the City of Lubbock, Lubbock County, Texas, further described as follows:

BEGINNING at a found ¹ /2" rod with cap marked R.P.L.S. 4460 at the Northeast corner of the South Half (S/2) of Section 20, Block E-2, Lubbock County, Texas;

THENCE S. 0° 03' 06" W. 792.38 feet;

THENCE West, at 55.0 feet pass a found ¹ /2" rod with cap, and continuing for a total distance of 865.02 feet, to a found 1/2" rod with cap;

THENCE N. 0° 03' 06" E. 72.01 feet to a found ¹ /2" rod with cap;

THENCE Northeasterly, around a curve to the right, through a central angle of 89° 56' 54", having a chord distance of 21.20 feet, a tangent of 14.99 feet, and a radius of 15.0 feet to a found ¹ /2" rod with cap;

THENCE N. 0° 04' 33" E. 64.0 feet to a found ¹ /2" rod with cap;

THENCE Northwesterly, around a curve to the right, through a central angle of 90° 03' 06", having a chord distance of 21.22 feet, a tangent of 15.01 feet, and a radius of 15.0 feet to a found 1/2" rod with cap;

THENCE S. 89° 58' 13" W. 52.0 feet to a found ¹ /2" rod with cap;

THENCE North, a distance of 95.01 feet to a set 1/2” rod with cap marked R.P.L.S. 4460;

THENCE East, a distance of 106.84 feet to a set 1/2" rod with cap;

THENCE N. 71° 01' 20" E. 18.91 feet to a set 1/2" rod with cap;

THENCE N. 52° 02' 39" E. 75.52 feet to a set 1/2" rod with cap;

THENCE N. 39° 18' 43" E. 277.88 feet to a set 1/2" rod with cap;

THENCE N. 47° 18' 44" E, 131.02 feet to a set 1/2" rod with cap;

THENCE N. 62° 21' 02" E. 70.03 feet to a set 1/2" rod with cap;

THENCE N. 31° 10' 31" E. 17.11 feet to a set 1/2" rod with cap;

THENCE North, a distance of 127.81 feet to a set ¹ /2" rod with cap;

THENCE East, a distance of 390.06 feet, to the Place of Beginning, and containing 12.02 acres of land, including any Right-of-Way.

TRACT 2:

FIELD NOTES on the Plat Limits of Lots 201-220 and Tract B, SUNRISE ESTATES, an Addition to the City of Lubbock, Lubbock County, Texas, further described as follows:

BEGINNING at a found 1/2" rod with cap marked R.P.L.S. 4460 for the Northeast corner of this tract from whence the Northeast corner of the South Half (S/2) of Section 20, Block E-2 bears East 390.06 feet;

THENCE South 127.81 feet to a found rod with orange cap;

THENCE S. 31° 10' 31" W. 17.11 feet to a found rod with orange cap;

THENCE S. 62° 21' 02" W. 70.03 feet to a found rod with orange cap;

THENCE S. 47° 18' 44" W. 131.02 feet to a found rod with orange cap;

THENCE S. 39° 18' 43" W. 277.88 feet to a found rod with orange cap;

THENCE S. 52° 02' 39" W. 75.52 feet to a found rod with orange cap;

THENCE West 106.84 feet to a found rod with orange cap;

THENCE North 324.42 feet to a set 1/2" rod with cap marked R.P.L.S. 4460;

THENCE Northeasterly around a curve to the right, have a chord bearing of N. 29° 15' 13" E. a radius of 67.0 feet, a chord length of 65.48 feet and a central angle of 58° 30' 27", to a set 1/2" rod with orange cap;

THENCE North 149.83 feet to a set 1/2" rod with orange cap;

THENCE East 495.52 feet, to the Place of Beginning, and containing 4.32 acres of land including any Right-of-Way.

TRACT 3:

FIELD NOTES on the Plat Limits of Lots 221-297 and Tract C, SUNRISE ESTATES, an Addition to the City of Lubbock, Lubbock County, Texas, further described as follows:

BEGINNING at a found 1/2" rod with orange cap marked R.P.L.S. 4460 for the Northeast corner of this tract, in the North line of the S/2 of Section 20, Block E-2, Lubbock County, Texas, from whence the Northeast corner of the S/2 of Section 20 bears East, 885.58 feet;

THENCE South 149.83 feet to a found ¹ /2" rod with orange cap marked RPLS 4460;

THENCE Southwesterly around a curve to the left, having a radius of 67 feet, through a central angle of 58° 30' 27", an arc distance of 68.42 feet, on a chord

bearing of S 29° 15' 13" W, a chord distance of 65.48 feet, to a found 1/2" rod with orange cap marked R.P.L.S. 4460;

THENCE South 419.43 feet to a found ¹ /2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Southwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 89° 56' 54", an arc distance of 23.55 feet, on a chord bearing of S 45° 01' 33 W, a chord distance of 21.20 feet;

THENCE West 164.00 feet to a found 1/2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Northwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 90° 03' 06", an arc distance of 23.58 feet, on a chord bearing of N 44° 58' 27" W, a chord distance of 21.22 feet;

THENCE S 89° 58' 13" W, 52.00 feet to a found ¹ /2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Southwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 89° 56' 54", an arc distance of 23.55 feet, on a chord bearing of S 45° 01' 33" W, a chord distance of 21.20 feet;

THENCE West 164.00 feet to a found 1/2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Northwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 90° 03' 06", an arc distance of 23.58 feet, on a chord bearing of N 44° 58' 27" W, a chord distance of 21.22 feet;

THENCE S 89° 58' 13" W, 52.00 feet to a found 1/2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Southwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 89° 56' 54", an arc distance of 23.55 feet, on a chord bearing of S 45° 01' 33" W, a chord distance of 21.20 feet;

THENCE West 164.00 feet to a found ¹ /2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Northwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 90° 03' 06", an arc distance of 23.58 feet, on a chord bearing of N 44° 58' 27" W, a chord distance of 21.22 feet;

THENCE S 89° 58' 13" W, 52.00 feet to a found ¹ /2" rod with orange cap marked R.P.L.S. 4460, at a point of curvature;

THENCE Southwesterly around a curve to the right, having a radius of 15 feet, through a central angle of 89° 6' 54", an arc distance of 23.55 feet, on a chord bearing of S 4501' 33" ^. W, a chord distance of 21.20 feet;

THENCE West 164.00 feet to a found 1/2"rod with orange cap marked R.P.L.S. 4460;

THENCE N 0° 03' 06' E, 641.38 feet, to a found 1/2" rod with orange cap marked R.P.L.S. 1460;

as to the following properties:

THE SURFACE ESTATE ONLY OF a 2.377 acre tract of land lying in the Southeast Part of Section 502, Block 1, E.L. & R.R. Survey, Lynn County, Texas, said 2.377 acre tract being more particularly described by metes and bounds as follows:

BEGINNING at a 3/8" iron rod with cap marked "HBD" set in the South line of Section 502 for the Southwest corner of a tract known as 5.00 acres recorded in Volume 163, Page 22, Deed Records of Lynn County, Texas whence a 3/4" iron pipe found for the Southeast corner of Section 502 bears South 88 degrees 28 minutes 40 seconds East, a distance of 435.60 feet;

THENCE North 88 degrees 28 minutes 40 seconds West, along the South line of Section 502, a distance of 100.00 to a 3/8” iron rod with cap marked “HBD” set for corner;

THENCE North 01 degree 54 minutes 20 seconds East, at a distance of 30.0 feet pass a 3/8” iron rod with cap marked “HBD” set for reference, continue for a total distance of 600.00 feet to a 3/8” iron rod with cap marked “HBD” set for corner;

THENCE South 88 degrees 28 minutes 40 seconds East, at a distance of 505.60 feet pass a 3/8” iron rod with cap marked “HBD” set for reference, continue for a total distance of 535.60 feet to a 3/8” iron rod with cap marked “HBD” set for corner in the East line of Section 502;

THENCE South 01 degree 54 minutes 20 seconds West, at a distance of 100.00 feet pass a 3/8” iron rod with cap marked “HBD” set for corner, same being the Northeast corner of said 5.00 acre tract;

THENCE North 88 degrees 28 minutes 40 seconds West, at a distance of 30.0 feet pass a 3/8” iron rod with cap marked “HBD” set for reference, continue for a total distance of 435.60 to a 3/8” iron rod with cap marked “HBD” set for corner, same being the Northwest corner of said 5.00 acre tract;

THENCE South 01 degree 54 minutes 20 seconds West, at a distance of 470.00 feet pass a 3/8” iron rod with cap marked “HBD” set for reference, continue for a total distance of 500.00 feet to the POINT OF BEGINNING of this tract;

Said tract contains a computed area 2.377 acres of land, more or less, and the bearings shown herein are relative to the Texas Coordinate System North Central Zone (4202) NAD 83.

as to the following property:

A 1.00+/- acre tract of land out of Section 140, Block 10, S.P.R.R. Survey, Ochiltree County, Texas, further being out of a tract of land being described in that certain instrument recorded in Volume 709, Page 769, of the Official Public Records of Ochiltree County, Texas, said 1.00+/- acre tract of land having been surveyed on the ground by Furman Land Surveyors, Inc. February 19, 2013 and being described by metes and bounds as follows:

BEGINNING at an iron rod with brass cap marked "CPS" found in the North Right-of-Way line of County Road F, same being the Southwest comer of a 1.00 +/- acre tract of land described in that certain instrument recorded in Volume 538, Page 82, of the Official Public Records of Ochiltree County, Texas;

THENCE S. 89° 37' 56" W. 86.44 feet along said North Right-of-Way line to a 1/2 inch iron rod with cap stamped "Furman RPLS" set for the Southwest corner of this tract of land;

THENCE N. 00° 27' 29" W. 295.14 feet to a 1/2 inch iron rod with cap stamped "Furman RPLS" set for the Northwest corner of this tract of land;

THENCE N. 89° 37' 55" E. 295.14 feet to a 1/2 inch iron rod with cap stamped "Furman RPLS" set in the West Right-of-Way line of County Road 24 for the Northeast corner of this tract of land;

THENCE S. 00° 27' 29" E. 86.44 feet along said West Right-of-Way line to an iron rod with brass cap marked "CPS" found for the East-Southeast corner of this tract of land, same being the Northeast corner of said 1.00 +/- acre tract of land;

THENCE S. 89° 37' 55" W. 208.70 feet along the North line of said 1.00 +/- acre tract of land to an iron rod with brass cap marked "CPS" found for an interior jog corner of this tract of land, same being the Northwest corner of said 1.00+/- acre tract of land;

THENCE S. 00° 27' 29" E. 208.70 feet along the West line of said 1.00± acre tract of land to the PLACE OF BEGINNING and containing a computed area of 1.00 acres of land, more or less.

as to the following property:

A 1.019 acre tract out of a part of Capitol League 521, particularly described as being out of the Southerly part of a tract known as 640 acres as conveyed to the Pecos and North Texas Railway Company by deed recorded in Volume 2, Page 172, Deed Records, Parmer County, Texas. Said 1.019 acre tract is described by metes and bounds as follows:

COMMENCING at a''/2 inch iron rod with plastic cap stamped "RPLS 1848" found in a Northerly line of Section 14, Township 7 South, Range 2 East of a Capitol Syndicate Subdivision as shown by the plat thereof of record in Volume 3, Page 558, Deed Records of Parmer County, Texas for the most Southerly corner of a tract known as 640 acres as conveyed to the Pecos and North Texas Railway Company by deed recorded in Volume 2, Page 172, Deed Records whence an inverted T-Rail found for an inner corner of the tract known as the P. & N.T. Railway Company 640 acre tract bears North 39 degrees 51 minutes 08 seconds West (Record and Base Bearing - Volume 281, Page 241, Deed Records) 2593.34 feet;

THENCE North 39 degrees 51 minutes 08 seconds West along a Northerly line of Section 14, Township 7 South, Range 2 East and a Westerly line of the tract known as the P. & N.T. Railway Company 640 acre tract, 45.39 feet to a 1/2 inch iron rod with plastic cap stamped "HBD" set for the most Southerly and Beginning corner of this tract;

THENCE continuing North 39 degrees 51 minutes 08 seconds West along a Northerly line of Section 14 Township 7 South, Range 2 East and a Westerly line of the tract known as the P. & N.T. Railway Company 640 acre tract, a distance of 208.79 feet to a 1/2 inch iron rod with plastic cap stamped "HBD" set for corner, whence a 1/2 inch iron rod with plastic cap stamped "RPLS 1848" found for the most Northerly Northwesterly corner of Section 14 and a Northerly corner of Section 15, Township 7 South, Range 2 East bears North 39 degrees 51 minutes 08 seconds West, 92.12 feet;

THENCE North 51 degrees 52 minutes 07 seconds East 215.77 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 1848" found for the Westerly corner of the Southwestern Public Service Company tract known as 1.00 acre;

THENCE South 38 degrees 07 minutes 53 seconds East 208.70 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 1848" found for the Southerly corner of the Southwestern Public Service Company tract known as 1.00 acre;

THENCE South 51 degrees 52 minutes 07 seconds West 209.49 feet to the Place of Beginning.

as to a 5.045 acre tract of land out of the Northeast Quarter of Section 190, Block 2, A. B. & M. Survey, Potter County, Texas, said 5.045 acre tract of land being described by metes and bounds as follows:

BEGINNING at the Intersection of the North line of said Section 190 and the West right-of-way line of F. M. 2176 (Broadway Drive), whence a 1/2" rebar with cap found at the Northeast corner of said Section 190 bears N 89°56'56" E bearings contained herein are relative to true North as determined from GPS observations -91.92 feet.

THENCE S 04° 07' 04" E, along the West right-of-way line of said F. M. 2176 at 30.08 feet pass a 1/2" X 24 rebar with a plastic cap stamped "DAVIS GEOMATICS" (such type rebar and cap hereafter referred to as a DAVIS CAP) set for reference, continue for a total distance of 320.93 feet to a DAVIS CAP set at the beginning of a curve to the right;

THENCE along said curve to the right having a radius of 1860.08 feet, a long chord bearing of S. 02° 07' 08" E. and a long chord length of 129.77, for an arc length distance of 129.80 feet to a DAVIS CAP set;

THENCE S. 00° 07' 04" E., along said West right-of-way line of F. M. 2176, 0.19 feet to a DAVIS CAP set;

THENCE S. 89° 56' 56" W., 500.00 feet to a DAVIS CAP set;

THENCE N. 00° 07' 04" W., at 420.00 feet pass a DAVIS CAP set for reference, continue for a total distance of 450.00 feet to a DAVIS CAP set on the North line of said Section 190 whence a 1/2" rebar with cap found at the Northwest corner of said Section 190 bears S 89°56'56" W, 4715.36 feet; and

THENCE N. 89° 56'56" E. along the North line of said Section 190 at 472.65 feet pass a PK nail found, continue for a total distance of 473.08 feet to the POINT OF BEGINNING of this tract of land; Said tract contains a computed area of 5.045 acres of land as described.

as to the following property:

Tract Nos. 134 and 135, of West Side River Road Gardens, a subdivision out of Section 163, Block 2, AB&M Survey, Potter County, Texas, according to the recorded map or plat thereof, of record in Volume 128, Page 620, of the Deed Records of Potter County, Texas, Save and Except a 20,000 square foot tract of land out of Tract 135, conveyed to Southwestern Public Service