Public Service Company of Colorado



 



Exhibit 4.8



PUBLIC SERVICE COMPANY

OF COLORADO






TO





	 	 
	U.S. BANK
TRUST NATIONAL ASSOCIATION,
		as Trustee















Form of Supplemental Indenture No. 11






Dated as of [___________]






Supplemental to the Indenture

dated as of October 1, 1993









Establishing the Securities of Series No. 10,

designated First Collateral Trust Bonds, Series No. 10






 







 


     SUPPLEMENTAL INDENTURE NO. 11, dated as of [     ], between
PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing
under the laws of the State of Colorado (hereinafter sometimes called the
“Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly First Trust of
New York, National Association), a national banking association, as successor
trustee (hereinafter sometimes called the “Trustee”) to Morgan Guaranty Trust
Company of New York under the Indenture, dated as of October 1, 1993
(hereinafter called the “Original Indenture”), as previously supplemented and
as further supplemented by this Supplemental Indenture No. 11. The Original
Indenture and any and all indentures and all other instruments supplemental
thereto are hereinafter sometimes collectively called the “Indenture”.





Recitals of the Company



     The Original Indenture was authorized, executed and delivered by the
Company to provide for the issuance from time to time of its Securities (such
term and all other capitalized terms used herein without definition having the
meanings assigned to them in the Original Indenture), to be issued in one or
more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the Securities.





     The Company has heretofore executed and delivered to the Trustee the
Supplemental Indentures referred to in Schedule A hereto for the purpose of
establishing a series of bonds and appointing the successor Trustee.





     The Company desires to establish a series of Securities to be designated
“First Collateral Trust Bonds, Series No. 10”, such series of Securities to be
hereinafter sometimes called “Series No. 10”.





     The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 11 to establish the Securities of Series No. 10 and
has duly authorized the issuance of such Securities; and all acts necessary to
make this Supplemental Indenture No. 11 a valid agreement of the Company, and
to make the Securities of Series No. 10 valid obligations of the Company, have
been performed.





Granting Clauses



     NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 11 WITNESSETH, that, in
consideration of the premises and of the purchase of the Securities by the
Holders thereof, and in order to secure the payment of the principal of and
premium, if any, and interest, if any, on all Securities from time to time
Outstanding and the performance of the covenants contained therein and in the
Indenture and to declare the terms and conditions on which such Securities are
secured, the Company hereby grants, bargains, sells, releases, conveys,
assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee,
and grants to the Trustee a security interest in, 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.
11, in and to property (other than Excepted Property), real,
personal and mixed and wherever situated, in any case used or 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 without limitation (a) all lands, easements, servitudes,
licenses, permits, rights of way and other rights and interests in
or relating to real property used or to be used in or in
connection with the Electric Utility Business or relating to the
occupancy or use of such real property, subject however, to the
exceptions and exclusions set forth in clause (a) of Granting
Clause First of the Original Indenture; (b) all plants,
generators, turbines, engines, boilers, fuel handling and
transportation





 







 




		
	 	facilities, air and water pollution control and sewage and
solid waste disposal 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 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 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 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
810(c), Section 1303 and Section 1305 of the Original Indenture,
all property (other than Excepted Property) of the kind and nature
described in Granting Clause First which may be hereafter acquired
by the Company, it being the intention of the Company that all
such property acquired by the Company after the date of the
execution and delivery of this Supplemental Indenture No. 11 shall
be as fully embraced within and subjected to the Lien hereof as if
such property were owned by the Company as of the date of the
execution and delivery of this Supplemental Indenture No. 11;



Granting Clause Fourth




		
	 	     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) Liens existing at the date of the execution and
delivery of the Original Indenture (including, but not limited to, the Lien of
the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the
date of the execution and delivery of the Original Indenture, Liens existing or
placed thereon at the time of the acquisition thereof (including, but not
limited to, the Lien of any Class A Mortgage and purchase money Liens), (c)
Retained Interests and (d) any other Permitted Liens, it being understood that,
with respect to any property which was at the date of execution and delivery of
the Original Indenture or thereafter became or hereafter becomes subject to the
Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be
junior, subject and subordinate to the Lien of such Class A Mortgage;



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     IN TRUST, NEVERTHELESS, for the equal and proportionate 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 Nine of
the Original Indenture, and if, thereafter, the principal of and premium, if
any, and interest, if any, on the Securities shall have been paid to the
Holders thereof, or shall have been paid to the Company pursuant to Section 603
of the Original Indenture, then and in that case the Indenture shall terminate,
and the Trustee shall execute and deliver to the Company such instruments as
the Company shall require to evidence such termination; otherwise the
Indenture, and the estate and rights thereby granted shall be and remain in
full force and effect; and





     THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:





ARTICLE ONE



Securities of Series No. 10



     There are hereby established the Securities of Series No. 10, which shall
have the terms and characteristics set forth below (the lettered subdivisions
set forth below corresponding to the lettered subdivisions of Section 301 of
the Original Indenture):






		
	 	(a)      the title of the Securities of such series shall be “First
Collateral Trust Bonds, Series No. 10”; provided, however, that,
at any time after the PSCO 1939 Mortgage shall have been satisfied
and discharged, the Company shall have the right, without any
consent or other action by the Holders of such Securities, to
change such title in such manner as shall be deemed by the Company
to be appropriate to reflect such satisfaction and discharge, such
change to be evidenced in an Officer’s Certificate;




		
	 	(b)      the Securities of Series No. 10 shall be initially
authenticated and delivered in exchange for, and upon presentation
for surrender of, Securities designated First Collateral Trust
Bonds, Series No. 8 (the “Original Bonds”), in an aggregate
principal amount not to exceed $600,000,000 (less the principal
amount of Original Bonds not presented for exchange);




		
	 	(c)      interest on the Securities of Series No. 10 shall be payable
to the Persons in whose names such Securities are registered at
the close of business on the Regular Record Date for such
interest, except as otherwise expressly provided in the form of
such Securities attached as Exhibit A hereto;




		
	 	(d)      the principal of the Securities of Series No. 10 shall be
payable on October 1, 2012, the Stated Maturity.




		
	 	(e)      the Securities of Series No. 10 shall bear interest at a rate
of 7.875% per annum; interest shall accrue on the Securities of
Series No. 10 from [     ], or the most recent date to
which interest has been paid or duly provided for; the Interest
Payment Dates for such Securities shall be April 1 and October 1
in each year, commencing [     ], and the Regular Record
Dates with respect to the Interest Payment Dates for such
Securities shall be March 15 and September 15 in each year,
respectively (whether or not a Business Day);





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	 	(f)      the Corporate Trust Office of U.S. Bank Trust National
Association in New York, New York shall be the place at which (i)
the principal of, premium, if any, and interest, if any, on the
Securities of Series No. 10 shall be payable, (ii) registration of
transfer of such Securities may be effected, (iii) exchanges of
such Securities may be effected and (iv) notices and demands to or
upon the Company in respect of such Securities and the Indenture
may be served; and U.S. Bank Trust National Association shall be
the Security Registrar for such Securities; provided, however,
that the Company reserves the right to change, by one or more
Officer’s Certificates, any such place or the Security Registrar;
and provided, further, that the Company reserves the right to
designate, by one or more Officer’s Certificates, its principal
office in Denver, Colorado as any such place or itself as the
Security Registrar;




		
	 	(g)      the Securities of Series No. 10 shall be redeemable at the
option of the Company at any time prior to maturity, in whole or
in part, at a redemption price equal to the greater of (i) 100% of
the principal amount thereof to be redeemed, or (ii) the sum of
the present values of the remaining scheduled payments of
principal and interest on such Securities to be redeemed,
discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 50 basis points, plus in each case, accrued and unpaid
interest to the Redemption Date. For purposes hereof, the
following defined terms shall have the meaning ascribed to them:




		
	 	     “Treasury Yield” means, for any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the Redemption Date.




		
	 	     “Comparable Treasury Issue” means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Securities of Series No.
10 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
Securities of Series No. 10.




		
	 	     “Comparable Treasury Price” means, for any Redemption Date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the
third Business Day preceding the Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities” or (ii) if that release (or
any successor release) is not published or does not contain those prices
on that Business Day, (A) the average of the Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations for the Redemption Date, or
(B) if the Trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all of the Quotations.




		
	 	     “Independent Investment Banker” means Banc of America Securities LLC
or its successor or, if such firm or its successor is unwilling or unable
to select the Comparable Treasury Issue, one of the remaining Reference
Treasury Dealers appointed by the Trustee after consultation with the
Company.




		
	 	     “Reference Treasury Dealer” means (i) each of Banc of America
Securities LLC and Salomon Smith Barney Inc. and any other Primary
Treasury Dealer designated by, and not





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	 	affiliated with, Banc of America Securities LLC, Salomon Smith
Barney Inc. and their respective successors, provided, however, that if
either of the foregoing or any of its designees ceases to be a Primary
Treasury Dealer, the Company will appoint another Primary Treasury Dealer
as a substitute and (ii) any other Primary Treasury Dealer selected by
the Company.




		
	 	     “Primary Treasury Dealer” means any primary U.S. Government
securities dealer in New York City.




		
	 	     “Reference Treasury Dealer Quotations” means, for each Reference
Treasury Dealer and any Redemption Date, 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. on the third Business Day
preceding the Redemption Date.




	 	(h)	 	not applicable;
	 
	 	(i)	 	not applicable;
	 
	 	(j)	 	not applicable;
	 
	 	(k)	 	not applicable;
	 
	 	(l)	 	not applicable;
	 
	 	(m)	 	not applicable;
	 
	 	(n)	 	not applicable;
	 
	 	(o)	 	not applicable;
	 
	 	(p)	 	not applicable;




		
	 	(q)      the Securities of Series No. 10 are to be initially registered
in the name of Cede & Co., as nominee for The Depository Trust
Company (the “Depositary”). Such Securities shall not be
transferable or exchangeable, nor shall any purported transfer be
registered, except as follows:




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




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




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





5







 




		
	 	have been notified by the Company within ninety (90)
days of the identity of a successor securities
depositary with respect to such Securities;




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




		
	 	(C)      (1) an Event of Default shall have occurred and be
continuing, (2) the Trustee shall have given notice of
such Event of Default pursuant to Section 1102 of the
Original Indenture and (3) there shall have been
delivered to the Company and the Trustee an Opinion of
Counsel to the effect that the interests of the
beneficial owners of such Securities in respect
thereof will be materially impaired unless such owners
become Holders of definitive Securities.;




	 	(r)	 	not applicable;




		
	 	(s)      no service charge shall be made for the registration of
transfer or exchange of the Securities of Series No. 10; 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;




	 	 	 	 
	 	(u)	 	(i)     If the Company shall have caused the Company’s
indebtedness in respect of any Securities of Series No. 10 to
have been satisfied and discharged prior to the Maturity of
such Securities, as provided in Section 901 of the Original
Indenture, the Company shall, promptly after the date of such
satisfaction and discharge, give a notice to each Person who
was a Holder of any of such Securities on such date stating
(A)(1) the aggregate principal amount of such Securities and
(2) the aggregate amount of any money (other than amounts, if
any, deposited in respect of accrued interest on such
Securities) and the aggregate principal amount of, the rate
or rates of interest on, and the aggregate fair market value
of, any Eligible Obligations deposited pursuant to Section
901 of the Original Indenture with respect to such Securities
and (B) that the Company will provide (and the Company shall
promptly so provide) to such Person, or any beneficial owner
of such Securities holding through such Person (upon written
request to the Company sent to an address specified in such
notice), such other information as such Person or beneficial
owner, as the case may be, reasonably may request in order to
enable it to determine the federal income tax consequences to
it resulting from the satisfaction and discharge of the
Company’s indebtedness in respect of such Securities.
Thereafter, the Company shall, within forty-five (45) days
after the end of each calendar year, give to each Person who
at any time during such calendar year was a Holder of such
Securities a notice containing (X) such information as may be
necessary to enable such Person to report its income, gain or
loss for federal income tax purposes with respect to such
Securities or the assets held on deposit in respect thereof
during such calendar year or the portion thereof during which
such Person was a Holder of such Securities, as the case may
be (such information to be set forth for such calendar year
as a whole and for each month during such





6







 

	 	 	 	 
	 	 	 	year) and (Y) a statement to the effect that the Company
will provide (and the Company shall promptly so provide) to
such Person, or any beneficial owner of such Securities
holding through such Person (upon written request to the
Company sent to an address specified in such notice), such
other information as such Person or beneficial owner, as the
case may be, reasonably may request in order to enable it to
determine its income, gain or loss for federal income tax
purposes with respect to such Securities or such assets for
such year or portion thereof, as the case may be. The
obligation of the Company to provide or cause to be provided
information for purposes of income tax reporting by any
Person as described in the first two sentences of this
paragraph shall be deemed to have been satisfied to the
extent that the Company has provided or caused to be
provided substantially comparable information pursuant to
any requirements of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”) and United States
Treasury regulations thereunder.
	 
	 	 	 	(ii)     Notwithstanding the provisions of subparagraph (i)
above, the Company shall not be required to give any notice
specified in such subparagraph or to otherwise furnish any
of the information contemplated therein if the Company shall
have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Securities will not
recognize income, gain or loss for federal income tax
purposes as a result of the satisfaction and discharge of
the Company’s indebtedness in respect of such Securities and
such Holders will be subject to federal income taxation on
the same amounts and in the same manner and at the same
times as if such satisfaction and discharge had not
occurred.
	 
	 	 	 	(iii)     Anything in this clause (u) to the contrary
notwithstanding, the Company shall not be required to give
any notice specified in subparagraph (i) or to otherwise
furnish the information contemplated therein or to deliver
any Opinion of Counsel contemplated by subparagraph (ii) if
the Company shall have caused Securities of Series No. 10 to
be deemed to have been paid for purposes of the Indenture,
as provided in Section 901 of the Original Indenture, but
shall not have effected the satisfaction and discharge of
its indebtedness in respect of such Securities pursuant to
such Section.





	 	(v)     The Securities of Series No. 10 shall be substantially in the
form attached hereto as Exhibit A and shall have such further
terms as are set forth in such form.



ARTICLE TWO



Miscellaneous Provisions



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







7







 


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






	 	 	 	 	 	 
	 	 	 	PUBLIC SERVICE COMPANY OF COLORADO
	 
	 
	 	 	 	By:	 	 
	 	 	 	 	 	

Name:
	 	 	 	 	 	Title:
	 
	STATE OF [MINNESOTA]	)	 	 	 	 
	 	) ss.:	 	 	 	 
	CITY OF [MINNEAPOLIS]	)	 	 	 	 



     On the
[_____] day of [________,________], before me personally came
[_____________] to me known, who, being by me duly sworn, did depose and say that
he is a [Vice President] of Public Service Company of Colorado, one of the
corporations described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the Board of Directors of said
corporation.






	 	 	 	 	 	 
	 	 	 	

	 	 	 	Name:

	 	 	 	Notary Public, State of [Minnesota]
	 
	 	 	 	Commission Expires:





8







 



	 	 	 	 	 	 	 	 
	 	 	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,	 
	 	 	 	 	Trustee	 
	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

Name:
	 	 	 	 	 	 	Title:
	 
	STATE OF NEW YORK	 	)	 	 	 	 
	 	 	) ss.:	 	 	 	 
	CITY AND COUNTY OF NEW YORK	 	)	 	 	 	 



     On the [_____] day of [__________,__________], before me personally came
[_________________], to me known, who, being by me duly sworn, did depose and say that
he is an [Vice President] of U.S. Bank Trust National Association, the banking
association described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the Board of Directors of said
banking association.





	 	 	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Notary Public, State of New York
	 
	 	 	 	 	Commission Expires:





9







 


EXHIBIT A



FORM OF SECURITY






(See legend at the end of this Security for

restrictions on transfer)






PUBLIC SERVICE COMPANY OF COLORADO

First Collateral Trust Bond, Series No. 10







	 	 	 
	Original Interest Accrual Date

Interest Rate:

Stated Maturity:

Interest Payment Dates:

Regular Record Dates:	 	
[_____________]

7.875%

October 1, 2012

April 1 and October 1

March 15 and September 15



This Security is not a Discount Security

within the meaning of the within-mentioned Indenture

     








	 	 	 
	Principal Amount

$	 	
Registered No.

CUSIP



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





, or registered assigns, the principal sum of





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






EXHIBIT A-1







 


than 15 days prior to such Special Record Date, or be paid in such other manner
as permitted by the Indenture.





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





     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and issuable in one or more
series under and equally secured by an Indenture, dated as of October 1, 1993
(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 Trust National Association
(formerly First Trust of New York, National Association) as successor 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 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 or Stated Maturity, as the case may be, to such Business Day.





     This Security shall be redeemable at the option of the Company at any time
prior to maturity, in whole or in part, at a redemption price equal to the
greater of (i) 100% of the principal amount hereof to be redeemed, or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on this Security, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield plus 50 basis points, plus in each case, accrued and unpaid
interest to the Redemption Date. For purposes hereof, the following defined
terms shall have the meaning ascribed to them:





     “Treasury Yield” means, for any Redemption Date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.





     “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of Series No. 10 that would be utilized,
at the time of selection and in accordance with customary











EXHIBIT A-2







 


financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities of Series No. 10.





     “Comparable Treasury Price” means, for any Redemption Date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding the Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (ii) if that release (or any successor release) is
not published or does not contain those prices on that Business Day, (A) the
average of the Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
the Redemption Date, or (B) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all of the Quotations.





     “Independent Investment Banker” means Banc of America Securities LLC or
its successor or, if such firm or its successor is unwilling or unable to
select the Comparable Treasury Issue, one of the remaining Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.





     “Reference Treasury Dealer” means (i) each of Banc of America Securities
LLC and Salomon Smith Barney Inc. and any other Primary Treasury Dealer
designated by, and not affiliated with, Banc of America Securities LLC, Salomon
Smith Barney Inc. and their respective successors, provided, however, that if
either of the foregoing or any of its designees ceases to be a Primary Treasury
Dealer, the Company will appoint another Primary Treasury Dealer as a
substitute and (ii) any other Primary Treasury Dealer selected by the Company.





     “Primary Treasury Dealer” means any primary U.S. Government securities
dealer in New York City.





     “Reference Treasury Dealer Quotations” means, for each Reference Treasury
Dealer and any Redemption Date, 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. on the third Business Day preceding the Redemption Date.





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





     The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that the Indenture permits the Trustee to enter into one or more supplemental
indentures for limited purposes without the consent of any Holders of
Securities. The Indenture also contains





EXHIBIT A-3







 


provisions permitting the Holders of a majority in principal amount of the
Securities then Outstanding, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.





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





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





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





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





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





     The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.





     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






EXHIBIT A-4







 


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 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.





EXHIBIT A-5







 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and its corporate seal to be hereunto affixed and attested.






	 	 	 	 	 	 	 
	 	 	 	 	PUBLIC SERVICE COMPANY OF COLORADO
	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	 	[Title]
	 
	Attest:	 	 	 	 	 	 
	 	
	 	 	 	 
	 	[Title]	 	 	 	 



CERTIFICATE OF AUTHENTICATION



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






	 	 	 	 	 	 	 	 
	Dated:	 	 	 	 	 	 
	 	
	 	 	 	 	 
	 	 	U.S. BANK TRUST

NATIONAL ASSOCIATION,

as Trustee	OR	 	 	U.S. BANK TRUST

NATIONAL ASSOCIATION,

as Trustee	 
	 
	By:	 	 	By:	 
	 	
	 	 	

	 	Authorized Officer	 	 	as Authenticating Agent	 
	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	
	 
	 	 	 	 	 	Authorized Officer	 



     Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York Corporation (“DTC”), to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.





     This Security may not be transferred or exchanged, nor may any purported
transfer be registered, except (i) this Security may be transferred in whole,
and appropriate registration of transfer effected, if such transfer is by Cede
& Co., as nominee for The Depository Trust Company (the “Depositary”), to the
Depositary, or by the Depositary to another nominee thereof, or by any nominee
of the Depositary to any other nominee thereof, or by the Depositary or any
nominee thereof to any successor securities depositary or any nominee thereof;
and (ii) this Security may be exchanged for definitive Securities registered in
the respective names of the beneficial holders hereof, and thereafter shall be
transferable without restrictions if: (A) the Depositary, or any successor
securities depositary, shall have notified the Company and the Trustee that it
is unwilling or unable to continue to act as securities depositary with respect
to the Securities and the Trustee shall not have been notified by the Company
within ninety (90) days of the identity of a successor








EXHIBIT A-6







 


securities depositary with respect to the Securities; (B) the Company
shall have delivered to the Trustee a Company Order to the effect that the
Securities shall be so exchangeable on and after a date specified therein; or
(C)(1) an Event of Default shall have occurred and be continuing, (2) the
Trustee shall have given notice of such Event of Default pursuant to Section
1102 of the Indenture and (3) there shall have been delivered to the Company
and the Trustee an Opinion of Counsel to the effect that the interests of the
beneficial owners of the Securities in respect thereof will be materially
impaired unless such owners become Holders of definitive Securities.













EXHIBIT A-7







 

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













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












[please print or typewrite name and address of assignee]














the within Security of PUBLIC SERVICE COMPANY OF COLORADO 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.










EXHIBIT A-8







 


SCHEDULE A



SUPPLEMENTAL INDENTURES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of	 	 	 	 	 	 	 	 	 	Principal	 
	Supplemental	 	 	 	 	 	Principal	 	 	Amount	 
	Indenture	 	Series of Bonds	 	Amount Issued	 	 	Outstanding	 
	
	 	
	 	
	 	 	
	 
	November 1, 1993
	 	Series No. 1	 	$	134,500,000	 	 	$	134,500,000	 
	January 1, 1994
	 	Series No. 2 due 2001	 	$	102,667,000	 	 	None
	 
	 	and	 	$	110,000,000	 	 	$	110,000,000	 
	 
	 	Series No. 2 due 2024	 	 	 	 	 	 	 	 
	September 2,
1994

(Appointment of
Successor Trustee)
	 	None	 	None	 	None
	May 1, 1996
	 	Series No.  3	 	$	125,000,000	 	 	$	125,000,000	 
	November 1, 1996
	 	Series No.  4	 	$	250,000,000	 	 	$	175,000,000	 
	February 1, 1997
	 	Series No.  5	 	$	150,000,000	 	 	None
	April 1, 1998
	 	Series No. 6	 	$	250,000,000	 	 	$	250,000,000	 
	August 15, 2002
	 	Series No. 7	 	$	48,750,000	 	 	$	48,750,000	 
	September 1, 2002
	 	Series No. 8	 	$	600,000,000	 	 	$	600,000,000	 
	September 15, 2002
	 	Series No. 9	 	$	530,000,000	 	 	$	530,000,000	 



SCHEDULE A-1