Public Service Company of Colorado



 



Exhibit 4.4



FORM OF SUPPLEMENTAL INDENTURE






(Dated as of [_____________________])


 





PUBLIC SERVICE COMPANY OF COLORADO






TO







	 
	        U.S. BANK TRUST NATIONAL ASSOCIATION,        
	As Trustee



 




Creating an Issue of First Mortgage Bonds,

Collateral Series J



 






(Supplemental to Indenture dated as of December 1, 1939, as amended)






 







 


     SUPPLEMENTAL INDENTURE, dated as of [     ], 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
U.S. BANK TRUST NATIONAL ASSOCIATION (formerly 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 J (the
“Collateral Series J Bonds”), to be issued and delivered 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, 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 J 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 J Bonds and of specifying the form, provisions and
particulars thereof, as in the Indenture provided or permitted and of giving to
the Collateral Series J Bonds the protection and security 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 J 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 J 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;





1







 


     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 J Bonds and
to specify the form, terms and provisions thereof, 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 J
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 unto U.S. Bank Trust
National Association, as Trustee, and its successor or successors in the trust
and its and their assigns forever;





     TO HAVE AND TO HOLD all and singular the properties, rights, privileges
and franchises described in the Principal Indenture and in the several
Supplemental Indentures hereinabove referred to 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 J 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.





ARTICLE ONE



CREATION AND DESCRIPTION OF THE COLLATERAL SERIES J BONDS



     SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, the bonds of such new series to be designated
First Mortgage Bonds, Collateral Series J. The Collateral Series J Bonds
shall be limited to an aggregate principal amount of Six Hundred Million
dollars ($600,000,000) ((less the aggregate principal amount of First Mortgage
Bonds, Collateral Series H which remains outstanding), excluding any Collateral
Series J Bonds which may be authenticated and exchanged for or in lieu of or in
substitution for or on transfer of other Collateral Series J Bonds pursuant to
any provisions of the Indenture. The Collateral Series J Bonds shall mature on
October 1, 2012. The Collateral Series J Bonds shall not bear interest.





2







 


     The principal of each Collateral Series J 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 J Bonds shall be issued and delivered by the Company
to U.S. Bank Trust National Association, as successor trustee under the
Indenture, dated as of October 1, 1993, as supplemented (the “1993 Mortgage”),
of the Company to such successor 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 J 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 the
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 J Bonds (other than by the application of the proceeds of
a payment in respect of such Collateral Series J 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 J Bonds which is
then due.





     The Trustee may conclusively presume that the obligation of the Company to
pay the principal of the Collateral Series J Bonds as the same shall become due
and payable shall have been fully satisfied and discharged unless and until it
shall have received a written notice from the 1993 Mortgage Trustee, signed by
an authorized officer thereof, stating that the principal of specified
Collateral Series J 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 J Bond shall be dated as of the date of its
authentication.





     The Collateral Series J Bonds shall be issued as fully registered bonds
only, in denominations of $1,000 and multiples thereof.





     The Collateral Series J 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 J 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 J Bond.





     SECTION 2. The text of the Collateral Series J Bonds shall be
substantially in the form attached hereto as Exhibit A.





     SECTION 3. The Collateral Series J 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





3







 


delivered (without awaiting the filing or recording of this Supplemental
Indenture) in accordance with the written order or orders of the Company.





ARTICLE TWO



REDEMPTION OF THE COLLATERAL SERIES J BONDS



     SECTION 1. Each Collateral Series J Bond shall be redeemable at the option
of the Company in whole at any time, or in part from time to time, prior to
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 J Bonds, except that (a)
no publication of notice of redemption of the Collateral Series J Bonds shall
be required and (b) if less than all the Collateral Series J Bonds are to be
redeemed, the Collateral Series J Bonds to be redeemed shall be selected 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 J Bond hereby
agrees to accept payment thereof prior to 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 J 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 J 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 Supplemental Indenture with
the same force and effect as if the same were herein set forth in





4







 


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 J 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.





5







 


     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, an Executive Vice President, a Senior
Vice President or a 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 U.S. Bank Trust 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 Assistant Vice
Presidents and attested by one of its Trust Officers, 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:
	 	
Title:




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



     On this [__________] day of [__________], before me, [__________], a
duly authorized Notary Public in and for said City in the State aforesaid,
personally appeared [__________] and [__________] to me known to be a
[Vice President] and the [Assistant] 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 [Vice President] and [Assistant] Secretary
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.






	 	

Name:

Notary Public, State of [Minnesota]	
	 
	 	Commission Expires:







6







 



	 	 	 	 	 
	 	U.S. BANK TRUST
	 	 	
NATIONAL ASSOCIATION,	 	 
	 	 	 	as Trustee
	 
	 	By:	 	 	 
	 		
	 
	 	 	
Name:	 	 
	 	 	
Title:	 	 




	 	 	 
	ATTEST:		 
		
	 
	 	
Name:
	 	
Title:




	 	 	 	 	 	 	 
	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 an [Vice President] and a [Trust Officer], respectively, of U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association, one of the corporations
that executed the within and foregoing instrument; and the said [Vice
President] and [Trust Officer] 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.






	 	

Name:

Notary Public, State of New York	
	 
	 	Commission Expires:










7







 


EXHIBIT A



FORM OF COLLATERAL SERIES J 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 U.S. Bank Trust National Association (formerly First
Trust of New York, National Association), as successor trustee thereunder.





PUBLIC SERVICE COMPANY OF COLORADO






FIRST MORTGAGE BOND,






Collateral Series J






DUE 2012







	 	 	 	 	 
	REGISTERED	 	 	 	REGISTERED
	 
	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 U.S. Bank Trust National
Association (formerly known as 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 October 1, 2012, 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.





     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





Exhibit A-1







 


certain indenture, dated as of December 1, 1939, made by the Company to
U.S. BANK TRUST NATIONAL ASSOCIATION (formerly 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 [     ]
(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 J, 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 maturity, 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
maturity hereof, 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 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, 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.





Exhibit A-2







 


     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
U.S. Bank Trust National Association, or its successor, as Trustee under the
Indenture.





     IN WITNESS WHEREOF, Public Service Company of Colorado has caused this
bond to be signed in its name by a Vice President and its corporate seal to be
affixed hereto and attested by its Secretary or an Assistant Secretary.






	 	 	 	 	 
	Dated:	 	
PUBLIC SERVICE COMPANY OF	 
	 	 	
COLORADO	 
	 
	 	 	
By:	 	 
	 	 	
	
	 
	 	 	 	[Vice President]




	 	 	 
	ATTEST:
		


		
[Assistant Secretary]



CERTIFICATE OF AUTHENTICATION



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






	 	 	 	 	 
	Dated:	 	
U.S. BANK TRUST

NATIONAL ASSOCIATION,
      
AS TRUSTEE	 
	 
	 	 	By:
	 	 		

	 	 	 	Authorized Officer





Exhibit A-3







 


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
	 	—
	 	—
	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
	 	None
	July 1, 1968*	 	
6-3/4% Series due 1998
	 	25,000,000
	 	None
	April 25, 1969	 	
None
	 	—
	 	—





Schedule A-1







 



	 	 	 	 	 	 	 
	Date of	 	 	 	 	 	Principal
	Supplemental	 	 	 	Principal	 	Amount
	Indenture	 	Series of Bonds	 	Amount Issued	 	Outstanding
	
	 	
	 	
	 	

	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
	 	None
	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
	November 1, 1986*	 	
Pollution Control Series F
	 	27,250,000
	 	None
	May 1, 1987*	 	
8.95% Series due 1992
	 	75,000,000
	 	None
	July 1, 1990*	 	
9-7/8% Series due 2020
	 	75,000,000
	 	None
	December 1, 1990*	 	
Secured Medium-Term Notes,
	 	191,500,000**
	 	15,000,000
	 	 	
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
	 	146,340,000
	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 and
	 	102,667,000
	 	None
		 	
Collateral Series B due 2024
	 	110,000,000
	 	110,000,000
	September 2, 1994	 	None	 	—
	 	—
	(Appointment of	 	 	 	 	 	 
	Successor Trustee)	 	

	 
	May 1, 1996	 	
Collateral Series C
	 	125,000,000
	 	125,000,000





Schedule A-2







 



	 	 	 	 	 	 	 
	Date of	 	 	 	 	 	Principal
	Supplemental	 	 	 	Principal	 	Amount
	Indenture	 	Series of Bonds	 	Amount Issued	 	Outstanding
	
	 	
	 	
	 	

	November 1, 1996	 	
Collateral Series D
	 	250,000,000
	 	175,000,000
	February 1, 1997	 	
Collateral Series E
	 	150,000,000
	 	None
	April 1, 1998	 	
Collateral Series F
	 	250,000,000
	 	250,000,000
	August 15, 2002	 	
Collateral Series G
	 	48,750,000
	 	48,750,000
	September 1, 2002	 	
Collateral Series H
	 	600,000,000
	 	600,000,000
	September 15, 2002	 	
Collateral Series I
	 	530,000,000
	 	530,000,000







	*	 	Contains amendatory provisions
	**	 	$200,000,000 authorized




Schedule A-3