Exhibit 4.65


 


INCREASED REVOLVING
COMMITMENT ACTIVATION NOTICE


 


To:                              JPMORGAN
CHASE BANK, N.A., as Administrative Agent


 


Reference is
hereby made to the Credit Agreement, dated as of April 21, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Public Service Company of Colorado (the “Borrower”),
the Lenders party thereto, the Documentation Agents and Syndication Agents
named therein and JPMorgan Chase Bank, N.A., as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”).  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


This notice is
the Increased Revolving Commitment Activation Notice referred to in the Credit
Agreement, and the Borrower and each of the Lenders party hereto hereby notify
you that:


 


1.                                       Each
Lender party hereto agrees to make or increase the amount of its Revolving
Commitment to the amount set forth opposite such Lender’s name on the attached Schedule 1
under the caption “Increased Revolving Commitment Amount”.


 


2.                                       The
Increased Revolving Commitment Closing Date is October 31, 2005.


 


3.                                       The
Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing as of the date hereof and no Default or Event of
Default will exist after giving effect to the increase specified herein.


 


 


	
   

  	
  PUBLIC SERVICE COMPANY OF

  COLORADO

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ George E. Tyson, II

  
	
   

  	
  Name: George E. Tyson, II

  
	
   

  	
  Title:    Vice
  President and Treasurer

  
	
   

  	
   

  



 

















 


Schedule 1


 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Amarillo
  National Bank

  
	
   

  	
   

  	
   

  
	
  $8,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig
  Sanders 

  
	
   

  	
   

  	
   

  	
  Name: Craig
  Sanders 

  
	
   

  	
   

  	
   

  	
  Title:   Executive
  Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  BNP Paribas

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark A.
  Renaud

  
	
   

  	
   

  	
   

  	
  Name: Mark
  A. Renaud

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Francis
  J. DeLaney

  
	
   

  	
   

  	
   

  	
  Name:
  Francis J. DeLaney 

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Bank of
  America, N.A.

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michelle
  Schoenfeld

  
	
   

  	
   

  	
   

  	
  Name:
  Michelle Schoenfeld

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Bank of New
  York

  
	
   

  	
   

  	
   

  
	
  $32,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Cynthia D. Howells

  
	
   

  	
   

  	
   

  	
  Name:
  Cynthia D. Howells

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Bank of Nova
  Scotia

  
	
   

  	
   

  	
   

  
	
  $16,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Thane A. Rattew

  
	
   

  	
   

  	
   

  	
  Name: Thane
  A. Rattew

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Barclays
  Bank PLC

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Sydney G. Dennis

  
	
   

  	
   

  	
   

  	
  Name: Sydney
  G. Dennis

  
	
   

  	
   

  	
   

  	
  Title:   Director

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Citicorp USA, Inc.

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Richard J. Evans

  
	
   

  	
   

  	
   

  	
  Name:
  Richard J. Evans

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Commerzbank
  AG, New York and Grand

  
	
   

  	
   

  	
  Cayman
  Branches

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Andrew Kjoller

  
	
   

  	
   

  	
   

  	
  Name: Andrew
  Kjoller

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Janet Lee

  
	
   

  	
   

  	
   

  	
  Name: Janet
  Lee

  
	
   

  	
   

  	
   

  	
  Title:   Assistant Treasurer 

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Credit
  Suisse First Boston, acting through

  
	
   

  	
   

  	
  its Cayman
  Islands Branch

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Sarah Wu

  
	
   

  	
   

  	
   

  	
  Name: Sarah
  Wu

  
	
   

  	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Cassandra Droogan

  
	
   

  	
   

  	
   

  	
  Name:
  Cassandra Droogan

  
	
   

  	
   

  	
   

  	
  Title:   Associate 

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  HSBC Bank
  USA, National Association

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Jose M. Aldeanueva

  
	
   

  	
   

  	
   

  	
  Name: Jose
  M. Aldeanueva

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Harris
  Nesbitt Financing, Inc.

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Cahal B. Carmody

  
	
   

  	
   

  	
   

  	
  Name: Cahal
  B. Carmody

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  JPMorgan
  Chase Bank, N.A.

  
	
   

  	
   

  	
   

  
	
  $32,000,000.07

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Peter M. Ling    

  
	
   

  	
   

  	
   

  	
  Name: Peter
  M. Ling

  
	
   

  	
   

  	
   

  	
  Title:   Managing Director

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  KBC Bank
  N.V.

  
	
   

  	
   

  	
   

  
	
  $16,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Eric Raskin

  
	
   

  	
   

  	
   

  	
  Name: Eric
  Raskin

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Robert Snauffer

  
	
   

  	
   

  	
   

  	
  Name: Robert
  Snauffer

  
	
   

  	
   

  	
   

  	
  Title:   First Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  KeyBank
  National Association

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Keven D. Smith

  
	
   

  	
   

  	
   

  	
  Name: Keven
  D. Smith

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Lehman
  Brothers Bank, FSB

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Janine M. Shugan

  
	
   

  	
   

  	
   

  	
  Name: Janine
  M. Shugan

  
	
   

  	
   

  	
   

  	
  Title:   Authorized Signatory

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Merrill
  Lynch Bank USA

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Derek Befus

  
	
   

  	
   

  	
   

  	
  Name: Derek
  Befus

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Mizuho
  Corporate Bank, Ltd.

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Raymond Ventura

  
	
   

  	
   

  	
   

  	
  Name:
  Raymond Ventura

  
	
   

  	
   

  	
   

  	
  Title:   Deputy General Manager

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Morgan
  Stanley Bank

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Daniel Twenge

  
	
   

  	
   

  	
   

  	
  Name: Daniel
  Twenge

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Sumitomo
  Mitsui Banking Corporation

  
	
   

  	
   

  	
   

  
	
  $16,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ David Buck

  
	
   

  	
   

  	
   

  	
  Name: David
  Buck

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  The Bank of
  Tokyo-Mitsubishi, Ltd.,

  
	
   

  	
   

  	
  Chicago
  Branch

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ John W. McGhee

  
	
   

  	
   

  	
   

  	
  Name: John
  W. McGhee

  
	
   

  	
   

  	
   

  	
  Title:   Vice President & Manager

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  The Royal
  Bank of Scotland plc

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Emily Freedman

  
	
   

  	
   

  	
   

  	
  Name: Emily
  Freeman

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  U.S. Bank
  National Association

  
	
   

  	
   

  	
   

  
	
  $16,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Christine G. Dean

  
	
   

  	
   

  	
   

  	
  Name:
  Christine G. Dean

  
	
   

  	
   

  	
   

  	
  Title:   Assistant Vice President

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  UBS Loan
  Finance LLC

  
	
   

  	
   

  	
   

  
	
  $26,666,666.66

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Barbara Ezell-McMichael

  
	
   

  	
   

  	
   

  	
  Name:
  Barbara Ezell-McMichael

  
	
   

  	
   

  	
   

  	
  Title:   Associate Director

  
	
   

  	
   

  	
   

  	
  Banking
  Products Services, US

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Salloz Sikka

  
	
   

  	
   

  	
   

  	
  Name: Salloz
  Sikka

  
	
   

  	
   

  	
   

  	
  Title:   Associate Director

  
	
   

  	
   

  	
   

  	
  Banking
  Products Services, US

  
						



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  Wells Fargo
  Bank, National Association

  
	
   

  	
   

  	
   

  
	
  $32,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Patrick McCue

  
	
   

  	
   

  	
   

  	
  Name: Patrick
  McCue

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Jennifer D. Barrett

  
	
   

  	
   

  	
  Name:
  Jennifer D. Barrett

  
	
   

  	
   

  	
  Title:   Vice President & Loan Team
  Manager

  
					



 

















 


	
  Increased
  Revolving Commitment Amount

  	
   

  	
  William
  Street Commitment Corporation

  
	
   

  	
   

  	
   

  
	
  $24,000,000.00

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Mark Walton

  
	
   

  	
   

  	
   

  	
  Name: Mark
  Walton

  
	
   

  	
   

  	
   

  	
  Title:   Assistant Vice President