Exhibit 4(a)(3)
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SUPPLEMENTAL INDENTURE
Dated as of November 1, 1996
________________
PUBLIC SERVICE COMPANY OF COLORADO
TO
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
As Trustee
_________________
Creating an Issue of First Mortgage Bonds,
Collateral Series D
_______________
(Supplemental to Indenture dated as of December 1, 1939, as amended)
SUPPLEMENTAL INDENTURE, dated as of November 1, 1996, between PUBLIC
SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws
of the State of Colorado (the "Company"), party of the first part, and FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association, as
successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York
(formerly Guaranty Trust Company of New York), party of the second part.
WHEREAS, the Company heretofore executed and delivered to the
Trustee its Indenture, dated as of December 1, 1939 (the "Principal Indenture"),
to secure its First Mortgage Bonds from time to time issued thereunder; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Supplemental Indentures referred to in Schedule A hereto for certain
purposes, including the creation of series of bonds, the subjection to the lien
of the Principal Indenture of property acquired after the execution and delivery
thereof, the amendment of certain provisions of the Principal Indenture and the
appointment of the successor Trustee; and
WHEREAS, the Principal Indenture as supplemented and amended by all
Supplemental Indentures heretofore executed by the Company and the Trustee is
hereinafter referred to as the "Indenture," and, unless the context requires
otherwise, references herein to Articles and Sections of the Indenture shall be
to Articles and Sections of the Principal Indenture as so amended; and
WHEREAS, the Company proposes to create a new series of First
Mortgage Bonds to be designated as First Mortgage Bonds, Collateral Series D
(the "Collateral Series D Bonds"), to be issued and delivered from time to time
to the trustee under the 1993 Mortgage (as hereinafter defined) as the basis for
the authentication and delivery under the 1993 Mortgage of a series of
securities constituting medium-term notes, all as hereinafter provided, and to
vary in certain respects the covenants and provisions contained in Article V of
the Indenture, to the extent that such covenants and provisions apply to the
Collateral Series D Bonds; and
WHEREAS, the Company, pursuant to the provisions of the Indenture,
has, by appropriate corporate action, duly resolved and determined to execute
this Supplemental Indenture for the purpose of providing for the creation of the
Collateral Series D Bonds and of specifying the form, provisions and particulars
thereof, as in the Indenture provided or permitted and of giving to the
Collateral Series D Bonds the protection and security of the Indenture; and
[WHEREAS, the Company has acquired the additional property
hereinafter described, and the Company desires that such additional property so
acquired be specifically subjected to the lien of the Indenture; and]
WHEREAS, the Company represents that all acts and proceedings
required by law and by the charter and by-laws of the Company, including all
action requisite on the part of its shareholders, directors and officers,
necessary to make the Collateral Series D Bonds, when executed by the Company,
authenticated and delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute the Principal Indenture
and all indentures supplemental thereto, including this Supplemental Indenture,
valid, binding and legal instruments for the security of the bonds of all
series, including the Collateral Series D Bonds, in accordance with the terms of
such bonds and such instruments, have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That Public Service Company of Colorado, the Company named in the
Indenture, in consideration of the premises and of One Dollar to it duly paid by
the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in pursuance of the direction and
authority of the Board of Directors of the Company given at a meeting thereof
duly called and held, and in order to create the Collateral Series D Bonds and
to specify the form, terms and provisions thereof, [and to make definite and
certain the lien of the Indenture upon the premises hereinafter described and to
subject said premises directly to the lien of the Indenture,] and to secure the
payment of the principal of and premium, if any, and interest, if any, on all
bonds from time to time outstanding under the Indenture, including the
Collateral Series D Bonds, according to the terms of said bonds, and to secure
the performance and observance of all of the covenants and conditions contained
in the Indenture, has executed and delivered this Supplemental Indenture [and
has granted, bargained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, alien, remise, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto First Trust of New
York, National Association, as Trustee, and its successor or successors in the
trust and its and their assigns forever, the property described in Schedule B
hereto (which is described in such manner as to fall within and under the
headings or parts or classifications set forth in the Granting Clauses of the
Principal Indenture)];
TO HAVE AND TO HOLD the same and all and singular the properties,
rights, privileges and franchises described in the Principal Indenture and in
the several Supplemental Indentures hereinabove referred to [and in this
Supplemental Indenture] and owned by the Company on the date of the execution
and delivery hereof (other than property of a character expressly excepted from
the lien of the Indenture as therein set forth) unto the Trustee and its
successor or successors and assigns forever;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the
Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture, for the equal and proportionate benefit and security of all present
and future holders of the bonds and coupons issued and to be issued under the
Indenture, including the Collateral Series D Bonds, without preference, priority
or distinction as to lien (except as any sinking, amortization, improvement or
other fund established in accordance with the provisions of the Indenture or any
indenture supplemental thereto may afford additional security for the bonds of
any particular series) of any of said bonds over any others thereof by reason of
series, priority in the time of the issue or negotiation thereof, or otherwise
howsoever, except as provided in Section 2 of Article IV of the Indenture.
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ARTICLE ONE
CREATION AND DESCRIPTION OF THE COLLATERAL SERIES D BONDS
SECTION 1. A new series of bonds to be issued from time to time
under and secured by the Indenture is hereby created, the bonds of such new
series to be designated First Mortgage Bonds, Collateral Series D. The
Collateral Series D Bonds shall be limited to an aggregate principal amount of
Two Hundred Fifty Million dollars ($250,000,000), excluding any Collateral
Series D Bonds which may be authenticated and exchanged for or in lieu of or in
substitution for or on transfer of other Collateral Series D Bonds pursuant to
any provisions of the Indenture. The Collateral Series D Bonds shall not bear
interest and each Collateral Series D Bond shall (a) be issued in such principal
amount, (b) mature on such date not less than nine months nor more than thirty
years from its Original Issue Date (as hereinafter defined), and (c) have such
other terms and conditions as shall not be inconsistent with the provisions of
the Indenture, all as shall be specified by the Company in a certificate,
executed by the President, any Vice President, the Treasurer or any Assistant
Treasurer of the Company, delivered to the Trustee relating to such Collateral
Series D Bond and referring to this Supplemental Indenture (each such
certificate being deemed to constitute a part of this Supplemental Indenture and
being hereinafter sometimes called an "Issuance Certificate"), such
specification by such an officer of the Company in an Issuance Certificate
having been heretofore authorized in a resolution of the Board of Directors of
the Company.
The principal of each Collateral Series D Bond shall be payable,
upon presentation thereof, at the office or agency of the Company in the city in
which the principal corporate trust office of the 1993 Mortgage Trustee (as
hereinafter defined) is located, in any coin or currency of the United States of
America which at the time of payment shall be legal tender for the payment of
public and private debts.
The Collateral Series D Bonds shall be issued and delivered from
time to time by the Company to First Trust of New York, National Association, as
successor trustee under the Indenture, dated as of October 1, 1993, as
supplemented (the "1993 Mortgage"), of the Company to such trustee (the "1993
Mortgage Trustee"), as the basis for the authentication and delivery under the
1993 Mortgage of a series of securities. As provided in the 1993 Mortgage, the
Collateral Series D Bonds will be registered in the name of the 1993 Mortgage
Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee,
subject to the provisions of the 1993 Mortgage, for the benefit of the holders
of all securities from time to time outstanding under the 1993 Mortgage, and the
Company shall have no interest therein.
Any payment by the Company under the 1993 Mortgage of the principal
of any securities which shall have been authenticated and delivered under the
1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage
Trustee of Collateral Series D Bonds (other than by the application of the
proceeds of a payment in respect of such Collateral Series D Bonds) shall, to
the extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of such Collateral Series D
Bonds which is then due.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of any Collateral Series D Bonds as the same shall
become due and payable shall
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have been fully satisfied and discharged unless and until it shall have received
a written notice from the 1993 Mortgage Trustee, signed by an authorized officer
thereof, stating that the principal of specified Collateral Series D Bonds has
become due and payable and has not been fully paid, and specifying the amount of
funds required to make such payment.
Each Collateral Series D Bond shall be dated as of the date of its
authentication.
The Collateral Series D Bonds shall be issued as fully registered
bonds only, in denominations of $1,000 and integral multiples thereof.
The Collateral Series D Bonds shall be registerable and exchangeable
at the office or agency of the Company in the city in which the principal
corporate trust office of the 1993 Mortgage Trustee is located, in the manner
and upon the terms set forth in Section 5 of Article II of the Indenture;
provided, however, that the Collateral Series D Bonds shall not be transferrable
except to a successor trustee under the 1993 Mortgage. No service charge shall
be made for any exchange or transfer of any Collateral Series D Bond.
If and to the extent necessary to eliminate any apparent
inconsistency between any provision of this Supplemental Indenture and any
provision of the Indenture all Collateral Series D Bonds having the same
Original Issue Date, Stated Maturity, interest rate, and other terms and
conditions shall be deemed to be a separate series of bonds, and such Original
Issue Date, Stated Maturity, interest rate, if any, and other terms and
conditions shall be deemed to be a part of the designation of such series.
As used herein, the term "Original Issue Date" shall mean, with
respect to any Collateral Series D Bond, the date of authentication and delivery
hereunder of such Collateral Series D Bond, or, in the case of any particular
Collateral Series D Bond which has been authenticated and delivered upon the
registration of transfer or exchange of, or in substitution for, another
Collateral Series D Bond, the date of the original authentication and delivery
hereunder of the first Collateral Series D Bond authenticated and delivered
hereunder representing all or a portion of the same obligation as that evidenced
by such particular Collateral Series D Bond; the term "Stated Maturity" shall
mean, with respect to any Collateral Series D Bond, the date on which the
principal of such Collateral Series D Bond is stated to be due and payable
(without regard to any provision for acceleration, redemption or similar
provisions); and the term "Maturity" shall mean, with respect to any Collateral
Series D Bond, the date on which the principal of such Collateral Series D Bond
becomes due and payable, whether at Stated Maturity, by declaration of
acceleration, upon call for redemption or otherwise.
SECTION 2. The text of the Collateral Series D Bonds shall be
substantially in the form attached hereto as Exhibit A.
SECTION 3. The Collateral Series D Bonds may be executed by the
Company and delivered to the Trustee and, upon compliance with all applicable
provisions and requirements of the Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture), from time to time, in accordance with
the written order or orders of the Company.
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ARTICLE TWO
REDEMPTION OF THE COLLATERAL SERIES D BONDS
SECTION 1. Each Collateral Series D Bond shall be redeemable at the
option of the Company in whole at any time, or in part from time to time, prior
to Stated Maturity, at a redemption price equal to 100% of the principal amount
thereof to be redeemed.
SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of Article V
of the Indenture shall be applicable to the Collateral Series D Bonds, except
that (a) no publication of notice of redemption of the Collateral Series D Bonds
shall be required and (b) if less than all the Collateral Series D Bonds are to
be redeemed, the Collateral Series D Bonds to be redeemed shall be selected from
the maturities, and in the principal amounts, designated to the Trustee by the
Company, and except as such provisions may otherwise be inconsistent with the
provisions of this Article Two.
SECTION 3. The holder of each and every Collateral Series D Bond
issued hereunder hereby agrees to accept payment thereof prior to Stated
Maturity on the terms and conditions provided for in this Article Two.
ARTICLE THREE.
ACKNOWLEDGMENT OF RIGHT TO VOTE
OR CONSENT WITH RESPECT TO
CERTAIN AMENDMENTS TO INDENTURE
The Company hereby acknowledges the right of the holders of the
Collateral Series D Bonds to vote or consent with respect to any or all of the
modifications to the Indenture referred to in Article Three of the Supplemental
Indenture, dated as of March 1, 1980, irrespective of the fact that the Bonds of
the Second 1987 Series are no longer outstanding; provided, however, that such
acknowledgment shall not impair (a) the right of the Company to make such
modifications without the consent or other action of the holders of the Bonds of
the 2020 Series or the bonds of any other series subsequently created under the
Indenture with respect to which the Company has expressly reserved such right or
(b) the right of the Company to reserve the right to make such modifications
without the consent or other action of the holders of bonds of one or more, or
any or all, series created subsequent to the creation of the Collateral Series D
Bonds.
ARTICLE FOUR
THE TRUSTEE
The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions set forth in the Indenture and this
Supplemental Indenture. The recitals in this Supplemental Indenture are made by
the Company only and not by the Trustee. Each and every term and condition
contained in Article XII of the Indenture shall apply to this
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Supplemental Indenture with the same force and effect as if the same were herein
set forth in full, with such omissions, variations and modifications thereof as
may be appropriate to make the same conform to this Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 1. Subject to the variations contained in Article Two of
this Supplemental Indenture, the Indenture is in all respects ratified and
confirmed and the Principal Indenture, this Supplemental Indenture and all other
indentures supplemental to the Principal Indenture shall be read, taken and
construed as one and the same instrument. Neither the execution of this
Supplemental Indenture nor anything herein contained shall be construed to
impair the lien of the Indenture on any of the properties subject thereto, and
such lien shall remain in full force and effect as security for all bonds now
outstanding or hereafter issued under the Indenture.
All covenants and provisions of the Indenture shall continue in full
force and effect and this Supplemental Indenture shall form part of the
Indenture.
SECTION 2. If the date for making any payment or the last date for
performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall not be a Business Day (as defined in the 1993
Mortgage), such payment may be made or act performed or right exercised on the
next succeeding Business Day with the same force and effect as if done on the
nominal date provided in this Supplemental Indenture.
SECTION 3. The terms defined in the Indenture shall, for all
purposes of this Supplemental Indenture, have the meaning specified in the
Indenture except as set forth in Section 4 of this Article or otherwise set
forth in this Supplemental Indenture or unless the context clearly indicates
some other meaning to be intended.
SECTION 4. Any term defined in Section 303 of the Trust Indenture
Act of 1939, as amended, and not otherwise defined in the Indenture shall, with
respect to this Supplemental Indenture and the Collateral Series D Bonds, have
the meaning assigned to such term in Section 303 as in force on the date of the
execution of this Supplemental Indenture.
SECTION 5. This Supplemental Indenture may be executed in any number
of counterparts, and all of said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto
of the first part, has caused its corporate name to be hereunto affixed, and
this instrument to be signed by its President or any Vice President, and its
corporate seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary for and in its behalf; and First Trust of New York, National
Association, the party hereto of the second part, in evidence of its acceptance
of the trust hereby created, has caused its corporate name to be hereunto
affixed, and this instrument to
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be signed and its corporate seal to be affixed by one of its Vice Presidents and
attested by one of its Assistant Secretaries, for and in its behalf, all as of
the day and year first above written.
PUBLIC SERVICE COMPANY OF COLORADO
By:________________________________
[Name]
[Title]
ATTEST:___________________________
[Name]
[Assistant Secretary]
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By:________________________________
[Name]
Vice President
ATTEST:________________________
[Name]
Assistant Secretary
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STATE OF COLORADO )
) ss.:
CITY AND COUNTY OF DENVER )
On this _____ day of ______, before me, ______________, a duly
authorized Notary Public in and for said City and County in the State aforesaid,
personally appeared __________ and _______________, to me known to be a
_________________________ and a __________________, respectively, of PUBLIC
SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws
of the State of Colorado, one of the corporations that executed the within and
foregoing instrument; and the said __________ and _____________, severally,
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute said instrument and that the seal
affixed thereto is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
__________________________________
Notary Public
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STATE OF NEW YORK )
) ss.:
CITY AND COUNTY OF NEW YORK )
On this ____ day of ____, before me, _________________, a duly
authorized Notary Public in and for said City and County in the State aforesaid,
personally appeared ______________ and _____________, to me known to be a
_________________ and an __________________, respectively, of First TRUST OF NEW
YORK, National Association, a national banking association, one of the
corporations that executed the within and foregoing instrument; and the said
________________ and ______________, severally, acknowledged the said instrument
to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that they were authorized to
execute said instrument and that the seal affixed thereto is the corporate seal
of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
______________________________________
Notary Public
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EXHIBIT A
FORM OF COLLATERAL SERIES D BOND
This bond is not transferable except to a successor trustee under the
Indenture, dated as of October 1, 1993, as supplemented, between Public Service
Company of Colorado and First Trust of New York, National Association, as
successor trustee thereunder.
PUBLIC SERVICE COMPANY OF COLORADO
FIRST MORTGAGE BOND,
CoLLATERAL SERIES D
REGISTERED REGISTERED
No.................. $..................
Original Issue Date:
Stated Maturity:
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation
organized and existing under the laws of the State of Colorado (hereinafter
sometimes called the "Company"), promises to pay to First Trust of New York,
National Association, as successor trustee (the "1993 Mortgage Trustee") under
the Indenture, dated as of October 1, 1993 (the "1993 Mortgage"), of the
Company, or registered assigns,
Dollars on the Stated Maturity specified above (unless this bond shall then be
deemed to have been paid in accordance with the provisions of the Indenture
referred to below) at the office or agency of the Company in the city in which
the principal corporate trust office of the 1993 Mortgage Trustee is located.
This bond shall not bear interest. The principal of this bond shall be payable
in any coin or currency of the United States of America which at the time of
payment shall be legal tender for the payment of public and private debts.
Any payment by the Company under the 1993 Mortgage of the principal of
securities which shall have been authenticated and delivered under the 1993
Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee
of this bond (the "1993 Mortgage Securities") (other than by the application of
the proceeds of a payment in respect of this bond) shall, to the extent thereof,
be deemed to satisfy and discharge the obligation of the Company, if any, to
make a payment of principal of this bond which is then due.
A-1
This bond is one of an issue of bonds of the Company, issued and to be
issued in one or more series under and equally and ratably secured (except as
any sinking, amortization, improvement or other fund, established in accordance
with the provisions of the indenture hereinafter mentioned, may afford
additional security for the bonds of any particular series) by a certain
indenture, dated as of December 1, 1939, made by the Company to First Trust of
New York, National Association as successor trustee (hereinafter called the
"Trustee"), to Morgan Guaranty Trust Company of New York (formerly Guaranty
Trust Company of New York), as amended and supplemented by several indentures
supplemental thereto, including the Supplemental Indenture dated as of November
1, 1996 (said Indenture as amended and supplemented by said indentures
supplemental thereto being hereinafter called the "Indenture"), to which
Indenture reference is hereby made for a description of the property mortgaged,
the nature and extent of the security, the rights and limitations of rights of
the Company, the Trustee, and the holders of said bonds, under the Indenture,
and the terms and conditions upon which said bonds are secured, to all of the
provisions of which Indenture and of all indentures supplemental thereto in
respect of such security, including the provisions of the Indenture permitting
the issue of bonds of any series for property which, under the restrictions and
limitations therein specified, may be subject to liens prior to the lien of the
Indenture, the holder, by accepting this bond, assents. To the extent permitted
by and as provided in the Indenture, the rights and obligations of the Company
and of the holders of said bonds (including those pertaining to any sinking or
other fund) may be changed and modified, with the consent of the Company, by the
holders of at least 75% in aggregate principal amount of the bonds then
outstanding (excluding bonds disqualified from voting by reason of the Company's
interest therein as provided in the Indenture); provided, however, that without
the consent of the holder hereof no such modification or alteration shall be
made which will extend the time of payment of the principal of this bond or
reduce the principal amount hereof or effect any other modification of the terms
of payment of such principal or will reduce the percentage of bonds required for
the aforesaid actions under the Indenture. The Company has reserved the right to
amend the Indenture without any consent or other action by holders of any series
of bonds created after October 31, 1975 (including this series) so as to change
75% in the foregoing sentence to 60% and to change certain procedures relating
to bondholders' meetings. This bond is one of a series of bonds designated as
the First Mortgage Bonds, Collateral Series D, of the Company.
This bond shall be redeemable at the option of the Company in whole at
any time, or in part from time to time, prior to the Stated Maturity specified
above, at a redemption price equal to 100% of the principal amount thereof to be
redeemed.
The principal of this bond may be declared or may become due before the
Stated Maturity specified above, on the conditions, in the manner and at the
times set forth in the Indenture, upon the happening of an event of default as
therein provided.
This bond is not transferable except to a successor trustee under the
1993 Mortgage, any such transfer to be made at the office or agency of the
Company in the city in which the principal corporate trust office of the 1993
Mortgage Trustee is located, upon surrender and cancellation of this bond, and
thereupon a new bond of this series of a like principal amount and having the
same Original Issue Date, Stated Maturity and other terms and conditions, will
be issued to the transferee in exchange therefor, as provided in the Indenture.
The Company, the Trustee, any paying agent and any registrar may deem and treat
the person in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment and for all other
A-2
purposes. This bond, alone or with other bonds of this series, may in like
manner be exchanged at such office or agency for one or more new bonds of this
series of the same aggregate principal amount, and having the same Original
Issue Date, Stated Maturity, and other terms and conditions, all as provided in
the Indenture. No service charge shall be made to any holder of any bond of this
series for any exchange or transfer of bonds.
No recourse under or upon any covenant or obligation of the Indenture,
or of any bonds thereby secured, or for any claim based thereon, or otherwise in
any manner in respect thereof, shall be had against any incorporator, subscriber
to the capital stock, shareholder, officer or director, as such, of the Company,
whether former, present or future, either directly, or indirectly through the
Company or the Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding by virtue of
any statute or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of shareholders of
the Company based upon any theory of disregarding the corporate entity of the
Company or upon any theory that the Company was acting as the agent or
instrumentality of the shareholders), any and all such liability of
incorporators, shareholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond, and being
likewise waived and released by the terms of the Indenture under which this bond
is issued.
This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by
First Trust of New York, National Association, or its successor, as Trustee
under the Indenture.
A-3
IN WITNESS WHEREOF, Public Service Company of Colorado has caused this
bond to be signed in its name by the facsimile signature of a Senior Vice
President and its corporate seal to be imprinted hereon and attested by the
facsimile signature of its Secretary.
Dated: PUBLIC SERVICE COMPANY OF COLORADO
By:_______________________________
Senior Vice President
ATTEST:________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the Series designated therein referred
to in the within-mentioned Supplemental Indenture.
Dated: FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
AS TRUSTEE
By:_______________________________
Authorized Officer
A-4
SCHEDULE A
SUPPLEMENTAL INDENTURES
Date of Principal
Supplemental Principal Amount
Indenture Series of Bonds Amount Issued Outstanding
--------- --------------- ------------- -----------
March 14, 1941 None -- --
May 14, 1941 None -- --
April 28, 1942 None -- --
April 14, 1943 None -- --
April 27, 1944 None -- --
April 18, 1945 None -- --
April 23, 1946 None -- --
April 9, 1947 None -- --
June 1, 1947* 2-7/8% Series due 1977 $ 40,000,000 None
April 1, 1948 None -- --
May 20, 1948 None -- --
October 1, 1948 3-1/8% Series due 1978 10,000,000 None
April 20, 1949 None -- --
April 24, 1950 None -- --
April 18, 1951 None -- --
October 1, 1951 3-1/4% Series due 1981 15,000,000 None
April 21, 1952 None -- --
December 1, 1952 None -- --
April 15, 1953 None -- --
April 19, 1954 None -- --
October 1, 1954* 3-1/8% Series due 1984 20,000,000 None
April 18, 1955 None -- --
April 24, 1956 None -- --
May 1, 1957* 4-3/8% Series due 1987 30,000,000 None
April 10, 1958 None -- --
May 1, 1959 4-5/8% Series due 1989 20,000,000 None
April 18, 1960 None -- --
I-1
Date of Principal
Supplemental Principal Amount
Indenture Series of Bonds Amount Issued Outstanding
--------- --------------- ------------- -----------
April 19, 1961 None -- --
October 1, 1961 4-1/2% Series due 1991 30,000,000 None
March 1, 1962 4-5/8% Series due 1992 8,800,000 None
June 1, 1964 4-1/2% Series due 1994 35,000,000 None
May 1, 1966 5-3/8% Series due 1996 35,000,000 None
July 1, 1967* 5-7/8% Series due 1997 35,000,000 35,000,000
July 1, 1968* 6-3/4% Series due 1998 25,000,000 25,000,000
April 25, 1969 None -- --
April 21, 1970 None -- --
September 1, 1970 8-3/4% Series due 2000 35,000,000 None
February 1, 1971 7-1/4% Series due 2001 40,000,000 None
August 1, 1972 7-1/2% Series due 2002 50,000,000 None
June 1, 1973 7-5/8% Series due 2003 50,000,000 None
March 1, 1974 Pollution Control Series A 24,000,000 22,500,000
December 1, 1974 Pollution Control Series B 50,000,000 None
October 1, 1975 9-3/8% Series due 2005 50,000,000 None
April 28, 1976 None -- --
April 28, 1977 None -- --
November 1, 1977* 8-1/4% Series due 2007 50,000,000 None
April 28, 1978 None -- --
October 1, 1978 9-1/4% Series due 2008 50,000,000 None
October 1, 1979* Pollution Control Series C 50,000,000 None
March 1, 1980* 15% Series due 1987 50,000,000 None
April 28, 1981 None -- --
November 1, 1981* Pollution Control Series D 27,380,000 None
December 1, 1981* 16-1/4% Series due 2011 50,000,000 None
April 29, 1982 None -- --
May 1, 1983* Pollution Control Series E 42,000,000 None
April 30, 1984 None -- --
March 1, 1985* 13% Series due 2015 50,000,000 None
I-2
Date of Principal
Supplemental Principal Amount
Indenture Series of Bonds Amount Issued Outstanding
--------- --------------- ------------- -----------
November 1, 1986* Pollution Control Series F 27,250,000 27,250,000
May 1, 1987* 8.95% Series due 1992 75,000,000 None
July 1, 1990* 9-7/8% Series due 2020 75,000,000 75,000,000
December 1, 1990* Secured Medium-Term Notes, 191,500,000** 108,500,000*
Series A
March 1, 1992* 8-1/8% Series due 2004 and 100,000,000 100,000,000
8-3/4% Series due 2022 150,000,000 150,000,000
April 1, 1993* Pollution Control Series G 79,500,000 79,500,000
June 1, 1993* Pollution Control Series H 50,000,000 50,000,000
November 1, 1993* Collateral Series A 134,500,000 134,500,000
January 1, 1994* Collateral Series B due 2001 102,667,000 102,667,000
Collateral Series B due 2024 110,000,000 110,000,000
September 2, 1994 (appointment of None None
successor trustee)
May 1, 1996* Collateral Series C 125,000,000 125,000,000
due 2006
* Contains amendatory provisions
** $200,000,000 authorized
I-3
SCHEDULE B
PROPERTY DESCRIPTION
II-1