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)
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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
-3-
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. No Collateral Series D Bond shall be subject to any sinking
fund or other mandatory redemption (whether at the option of the holder
thereof or otherwise) unless otherwise specified in the Issuance Certificate
relating to such Collateral Series D Bond. 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.
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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
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.
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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 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: /s/ R. C. KELLY
------------------------------------
R. C. Kelly
Senior Vice President, Treasurer,
and Chief Financial Officer
ATTEST: /s/ W. WAYNE BROWN
----------------------------
W. Wayne Brown
Secretary
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ CATHERINE F. DONOHUE
------------------------------------
Catherine F. Donohue
Vice President
ATTEST: /s/ ALFIA MONASTRA
---------------------------
Alfia Monastra
Assistant Secretary
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STATE OF COLORADO )
) ss.:
CITY AND COUNTY OF DENVER )
On this 8th day of November, 1996, before me, Jo Lynn R. Rife, a duly
authorized Notary Public in and for said City and County in the State
aforesaid, personally appeared R. C. Kelly and W. Wayne Brown, to me known to
be a Senior Vice President and the Secretary, 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 R. C. Kelly and W. Wayne Brown, 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.
/s/ JO LYNN R. RIFE
---------------------------------------
Jo Lynn R. Rife
Notary Public, State of Colorado
Commission Expires April 27, 1998
-8-
STATE OF NEW YORK )
) ss.:
CITY AND COUNTY OF NEW YORK )
On this 8th day of November, 1996, before me, Joanne E. Ilse, a duly
authorized Notary Public in and for said City and County in the State
aforesaid, personally appeared Catherine F. Donohue and Alfia Monastra, to me
known to be a Vice President and an Assistant Secretary, 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 Catherine F. Donohue and Alfia Monastra, 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.
/s/ JOANNE E. ILSE
--------------------------------------
Joanne E. Ilse
Notary Public, State of New York
Commission Expires October 4, 1997
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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:
OTHER/ADDITIONAL PROVISIONS:
ADDENDUM ATTACHED
[ ] YES
[ ] NO
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
A-1
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.
If an Addendum is attached hereto or "Other/Additional Provisions" apply
to this bond, this bond shall be subject to the terms set forth in such
Addendum or such "Other/Additional Provisions".
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.
Unless otherwise specified in an Addendum attached hereto, this bond
shall not be subject to any sinking fund or other mandatory redemption
(whether at the option of the holder hereof or otherwise). 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.
A-2
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 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 due 2006 125,000,000 125,000,000
- -------------------
* Contains amendatory provisions
** $200,000,000 authorized
I-3
SCHEDULE B
PROPERTY DESCRIPTION
PART FIRST
(Plants)
The following electric generating plants, gas generating plants, gas
holders, steam plant, ice plant, pressure pipe lines, gravity pipe lines,
reservoir sites, power sites, gas regulating stations, substations and other
properties of the Company, including all dams, power houses, transmission
lines, buildings, forebays, reservoirs, races, raceways, pipes, head works,
structures and works, and the lands of the Company on which the same are
situated, and all the Company's lands, easements, rights, rights-of-way,
water rights, rights to the use of water, including all of the Company's
right, title and interest in and to any and all decrees therefor, flowage
rights, flooding rights, permits, franchises, consents, privileges, licenses,
poles, towers, wires, switch racks, insulators, pipes, machinery, engines,
boilers, gas benches, condensers and scrubbers, exhausters, blowers and
pumps, motors, gas boosters, air condensers, water pumps, governors,
purifiers, tar separators, washers, automobiles, trucks, office furniture and
fixtures, regulators, meters, tools, appliances, equipment, appurtenances and
supplies forming a part of or appertaining to said plants, holders, sites,
stations or other properties, or any of them, or used or enjoyed, or capable
of being used or enjoyed in conjunction or connection therewith, all situated
in the State of Colorado and the counties thereof, more particularly
described as follows:
ADAMS COUNTY
1. SKYLAKE RANCH METER STATION
A TRACT OF LAND BEING A PORTION OF THE SOUTHWEST ONE-QUARTER OF SECTION 5,
TOWNSHIP 2 SOUTH, RANGE 67 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF
ADAMS, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BASIS OF BEARINGS: THE NORTH LINE OF THE SOUTHWEST ONE-QUARTER OF SAID
SECTION 5 BEING CONSIDERED TO BEAR N89 DEGREES 46'24"E.
COMMENCING AT THE WEST ONE-QUARTER CORNER OF SAID SECTION 5; THENCE 65 DEGREES
15'14"E A DISTANCE OF 2076.09 FEET TO A POINT ON THE SOUTHERLY LINE OF A 50.00-
FOOT WIDE COLORADO-WYOMING GAS COMPANY EASEMENT AS DESCRIBED IN BOOK 430 AT PAGE
446 IN THE ADAMS COUNTY RECORDS; THENCE S57 DEGREES 43'31"E AND ALONG THE
SOUTHERLY LINE OF SAID 50.00-FOOT COLORADO-WYOMING GAS COMPANY
II-1
EASEMENT A DISTANCE OF 125.00 FEET TO A POINT ON THE NORTHWESTERLY LINE OF A
75.00-FOOT WIDE PUBLIC SERVICE COMPANY UTILITY EASEMENT AS DESCRIBED IN BOOK
999 AT PAGE 261 IN THE ADAMS COUNTY RECORDS; THENCE S47 DEGREES 15'58"W AND
ALONG THE NORTHWESTERLY LINE OF SAID 75.00-FOOT WIDE PUBLIC SERVICE COMPANY
EASEMENT A DISTANCE OF 75.00 FEET; THENCE N57 DEGREES 43'31"W A DISTANCE OF
125.00 FEET; THENCE N47 DEGREES 15'58"E A DISTANCE OF 75.00 FEET TO THE POINT
OF BEGINNING, CONTAINING 9,055 SQUARE FEET OR 0.208 ACRES.
II-2