Exhibit 4(a)(3)


 


FORM OF SUPPLEMENTAL INDENTURE

(First Mortgage Bonds)


 


 


PUBLIC SERVICE COMPANY

OF COLORADO


 


TO


 


U.S. BANK TRUST NATIONAL ASSOCIATION,


 


as Trustee


 






 


Supplemental Indenture No.


 


Dated as of             , 20


 


Supplemental to the Indenture


dated as of October 1, 1993


 






 


Establishing the Securities of Series No.      ,

designated        % First Mortgage Bonds,
Series No.       due 20


 

















 


SUPPLEMENTAL INDENTURE NO.    , dated as of          
, 20     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.        .  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 Original
Indenture has been recorded in the office of the Clerk and Recorder of each
county in the State of Colorado in which the Company owns real property that is
used in or in connection with the Electric Utility Business, as more fully set
forth in Schedule A hereto.


 


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


 


The Company desires to establish a new series of
Securities to be designated “       %
First Mortgage Bonds, Series No.      
due 20     ,” such series of
Securities to be hereinafter sometimes called “Series No.        .”


 


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


 


Granting
Clauses


 


NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE NO.         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.      
, 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 and interest in
land described or referred to in Schedule C hereto; (b) all other 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; (c) 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; (d) all switchyards, lines, towers, substations,
transformers and other machinery and facilities for the transmission of
electric energy; (e) all lines, poles, conduits, conductors, meters,
regulators and other machinery and facilities for the distribution of electric
energy; (f) all buildings, offices, warehouses and other structures used
or to 


 

















 


be used in or in connection with the Electric Utility Business; (g) 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; (h) any
or all of the foregoing properties in the process of construction; and (i) 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.       
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.        ;


 


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;


 


This Instrument
shall constitute a financing statement under the Colorado Uniform Commercial
Code (the “UCC”) to be filed in the real estate records, and is filed as a
fixture filing under the UCC covering goods which are, or are to become,
fixtures on the real property described herein, in the Original Indenture and
all supplements to the Original Indenture;


 


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, (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;


 


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


 


2

















 


THE PARTIES HEREBY FURTHER COVENANT
AND AGREE as
follows:


 


ARTICLE ONE



Securities of Series No.


 


There are hereby established the Securities of Series No.      , 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 Series No.      
shall be “       % First Mortgage Bonds, Series No.       due 20    
”;


 


(b)           [the
Securities of Series No.       
shall initially be authenticated and delivered in the aggregate
principal amount of $            . The
Securities of Series No.     
may be reopened and additional Securities of Series No.        may be issued in excess of the amount
initially authenticated and delivered, provided that such additional Securities
of Series No.        will
contain the same terms (including the Stated Maturity and interest rate) as the
other Securities of Series No.      
.. Any such additional Securities of Series No.       , together with the Securities of Series No.       initially authenticated, shall constitute
a single series for purposes of the Indenture and shall be limited to an
aggregate principal amount of $            
][the Securities of Series No.            shall
be limited to the aggregate principal amount of $                 ];


 


(c)           interest
on the Securities of Series No.     
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.       shall be payable on          , 20  
, the Stated Maturity for Series No.    ;


 


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


 


(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.       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.     
[shall not redeemable prior to maturity] [shall be redeemable at the
option of the Company at any time prior to their maturity on and after                , in whole or in part, at a
redemption price of                    ].


 


(h)           not
applicable;


 


(i)            [the
Securities of Series No.        
shall be issuable in denominations of $          and multiples of $           in excess thereof;]


 


3





















 


(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.      
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 Depositary has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and the
Trustee shall not have been notified by the Company within ninety (90) days of
the identity of a successor securities depositary with respect to such
Securities; or


 


(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.     
; 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;


 


4





















 


(u)                                 (i)            If the Company shall have caused the
Company’s indebtedness in respect of any Securities of Series No.        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
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.      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.      
shall be substantially in the form attached hereto as Exhibit A and
shall have such further terms as are set forth in such form.


 


5





















 


ARTICLE TWO


 


Miscellaneous
Provisions


 


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


 


6

















 


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


 


 


	
   

  	
  PUBLIC SERVICE COMPANY
  OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF

  	
  )

  



 


 


The foregoing was acknowledged before me this       day of               , 20     , by               , the                      of Public Service Company
of Colorado, a corporation organized under the laws of Colorado, on behalf of
the corporation.


 


Witness my hand and official seal.


 


My commission expires:                , 20


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  



 


7

















 


	
   

  	
  U.S. BANK TRUST
  NATIONAL ASSOCIATION, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss:

  
	
  COUNTY OF

  	
  )

  



 


On the      day
of                , 20      , before me personally came             , to me known, who, being by me
duly sworn, did depose and say that she is a                of U.S. Bank Trust National
Association, the banking association described in and which executed the
foregoing instrument; and that she signed her name thereto by authority of the
Board of Directors of said banking association.


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public, State of

  
	
   

  	
  Commission Expires:             
  , 20

  



 


8
















 


EXHIBIT A


 


FORM OF
SECURITY


 


(See legend at the
end of this Security for

restrictions on transfer)


 


PUBLIC SERVICE
COMPANY OF COLORADO

First Mortgage Bond, Series No.


 


 


	
  Original Interest Accrual Date

  	
   

  	
  , 20

  	
   

  	
   

  
	
  Interest Rate:

  	
   

  	
  % per annum

  	
   

  	
   

  
	
  Stated Maturity:

  	
   

  	
  , 20

  	
   

  	
   

  
	
  Interest Payment Dates:

  	
   

  	
  and

  	
   

  	
   

  
	
  Regular Record Dates:

  	
   

  	
  and

  	
   

  	
   

  



 


 


This Security is
not a Discount Security

within the meaning of the within-mentioned Indenture


 






 


	
  Principal Amount

  	
   

  	
  Registered No.

  
	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  



 


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                 ,
20     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 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 


 


1

















 


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 not redeemable prior to maturity]
[shall be redeemable at the option of the Company at any time prior to their
maturity on and after                , in whole or in part, at a redemption price
of                      ].


 


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 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 


 


2

















 


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 corporate 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 $           and multiples of $             in excess 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 (including
without limitation Section 5-1401 of the New York General Obligations Law
or any successor to such statute), except to the extent that the Trust
Indenture Act of 1939, as then in effect or any successor statute shall be
applicable and except to the extent that the law of any jurisdiction wherein
any portion of the property mortgaged pursuant to the Indenture or any
indenture supplemental thereto is located shall mandatorily govern the
perfection, priority or enforcement of the lien of the Indenture and all
indentures supplemental thereto with respect to such portion of the mortgaged
property.


 


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 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.


 


3

















 


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 DTC (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 securities depositary
with respect to the Securities; or (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 Original Indenture and (3) there shall have been delivered to the 


 


4

















 


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.


 


	
  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.

  
				



 


5
















 


SCHEDULE
A


 


The following table sets forth
recording information relating to the recordation, in each of the specified
Colorado counties, of the Indenture dated as of October 1, 1993, granted
by Public Service Company of Colorado
to Morgan Guaranty Trust Company of New York, Trustee (recording information
for Supplemental Indentures is not shown in this table):


 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adams

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  01:35 P.M.

  	
   

  	
  Reception No. B1183903

  	
   

  	
  Book 4170

  	
   

  	
  Page 324

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alamosa

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:00 P.M.

  	
   

  	
  Reception No. 265666

  	
   

  	
  Book 475

  	
   

  	
  Page 160

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arapahoe

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  04:07 P.M.

  	
   

  	
  Reception No. 141032

  	
   

  	
  Book 7186

  	
   

  	
  Page 383

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Archuleta

  	
   

  	
  Oct.
  12, 1993

  	
   

  	
  02:21
  P.M.

  	
   

  	
  Reception
  No. 93006202

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bent

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:35 A.M.

  	
   

  	
  Reception No. 278521

  	
   

  	
  Book 435

  	
   

  	
  Page 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boulder

  	
   

  	
  Oct.
  13, 1993

  	
   

  	
  03:04
  P.M.

  	
   

  	
  Reception
  No. 01347991

  	
   

  	
  Film
  1888

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broomfield

  	
   

  	
  Sept. 12, 2002

  	
   

  	
  02:47 P.M.

  	
   

  	
  Reception No. 20020l33l3

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chaffee

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception No. 269673

  	
   

  	
  Book 539

  	
   

  	
  Page 518

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clear Creek

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:25 P.M.

  	
   

  	
  Reception No. 163701

  	
   

  	
  Book 505

  	
   

  	
  Page 631

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conejos

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:56 A.M.

  	
   

  	
  Reception No. 205693

  	
   

  	
  Book 354

  	
   

  	
  Page 776

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costilla

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:00 A.M.

  	
   

  	
  Reception No. 191898

  	
   

  	
  Book 291

  	
   

  	
  Page 117

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crowley

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  08:40 A.M.

  	
   

  	
  Reception No. 148850

  	
   

  	
  Book 244

  	
   

  	
  Page 195

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:37 A.M.

  	
   

  	
  Reception No. 471619

  	
   

  	
  Book 709

  	
   

  	
  Page 50

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denver

  	
   

  	
  Oct.
  12, 1993

  	
   

  	
  11:24
  A.M.

  	
   

  	
  Reception
  No. 9300139814

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dolores

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  12:50 P.M.

  	
   

  	
  Reception No. 133132

  	
   

  	
  Book 260

  	
   

  	
  Page 300

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:08 P.M.

  	
   

  	
  Reception No. 9348340

  	
   

  	
  Book 1154

  	
   

  	
  Page 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eagle

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:48 P.M.

  	
   

  	
  Reception No. 518046

  	
   

  	
  Book 621

  	
   

  	
  Page 978

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elbert

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:01 P.M.

  	
   

  	
  Reception No. 313722

  	
   

  	
  Book 480

  	
   

  	
  Page 183

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  El Paso

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:38 P.M.

  	
   

  	
  Reception No. 002368410

  	
   

  	
  Book 6282

  	
   

  	
  Page 51

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fremont

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:30 P.M.

  	
   

  	
  Reception No. 608790

  	
   

  	
  Book 1154

  	
   

  	
  Page 31

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Garfield

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception No. 453596

  	
   

  	
  Book 878

  	
   

  	
  Page 193

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gilpin

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception No. 79260

  	
   

  	
  Book 551

  	
   

  	
  Page 413

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand

  	
   

  	
  Oct.
  12, 1993

  	
   

  	
  12:45
  P.M.

  	
   

  	
  Reception
  No. 93010260

  	
   

  	
   

  	
   

  	
   

  



 


A-1

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gunnison

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:30 P.M.

  	
   

  	
  Reception No. 446179

  	
   

  	
  Book 733

  	
   

  	
  Page 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Huerfano

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:15 A.M.

  	
   

  	
  Reception No. 9244

  	
   

  	
  Book 21M

  	
   

  	
  Page 316

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jefferson

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:30 A.M.

  	
   

  	
  Reception
  No. 93163438

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kiowa

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:00 P.M.

  	
   

  	
  Reception
  No. 249124

  	
   

  	
  Book 409

  	
   

  	
  Page 40

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  La Plata

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:38 P.M.

  	
   

  	
  Reception
  No. 655580

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lake

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:00 P.M.

  	
   

  	
  Reception No. 305501

  	
   

  	
  Book 506

  	
   

  	
  Page 635

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Larimer

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  10:23 A.M.

  	
   

  	
  Reception
  No. 93075587

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Logan

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:10 P.M.

  	
   

  	
  Reception No. 606328

  	
   

  	
  Book 874

  	
   

  	
  Page 484

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mesa

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  12:06 P.M.

  	
   

  	
  Reception
  No. 1656362

  	
   

  	
  Book 2014

  	
   

  	
  Page 129

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moffat

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception
  No. 350044

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montezuma

  	
   

  	
  Oct. 13,
  1993

  	
   

  	
  10:10 A.M.

  	
   

  	
  Reception
  No. 435373

  	
   

  	
  Book
  0679

  	
   

  	
  Page 756

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montrose

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:06 P.M.

  	
   

  	
  Reception No. 591244

  	
   

  	
  Book 862;

  	
   

  	
  Page 281

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morgan

  	
   

  	
  Oct. 12,
  1993

  	
   

  	
  12:54 P.M.

  	
   

  	
  Reception
  No. 738426

  	
   

  	
  Book 959-60

  	
   

  	
  Page 857

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ouray

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:08 A.M.

  	
   

  	
  Reception No. 154688

  	
   

  	
  Book 221

  	
   

  	
  Page 500

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Park

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  10:00 A.M.

  	
   

  	
  Reception No. 417879

  	
   

  	
  Book 504

  	
   

  	
  Page 365

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pitkin

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  03:56 P.M.

  	
   

  	
  Reception
  No. 362054

  	
   

  	
  Book 726

  	
   

  	
  Page 791

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prowers

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:00 P.M.

  	
   

  	
  Reception
  No. 462785

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pueblo

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:54 A.M.

  	
   

  	
  Reception No. 1021381

  	
   

  	
  Book 2685

  	
   

  	
  Page 768

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Blanco

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:18 P.M.

  	
   

  	
  Reception No. 249980

  	
   

  	
  Book 506

  	
   

  	
  Page 838

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Grande

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:46 A.M.

  	
   

  	
  Reception No. 337091

  	
   

  	
  Book 450

  	
   

  	
  Page 43

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Routt

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:12 A.M.

  	
   

  	
  Reception No. 428347

  	
   

  	
  Book 689

  	
   

  	
  Page 2575

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Saguache

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:05 A.M.

  	
   

  	
  Reception No. 304092

  	
   

  	
  Book 486

  	
   

  	
  Page 625

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Juan

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  10:27 A.M.

  	
   

  	
  Reception No. 136438

  	
   

  	
  Book 240

  	
   

  	
  Page 702

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Miguel

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:05 P.M.

  	
   

  	
  Reception No. 287896

  	
   

  	
  Book 518

  	
   

  	
  Page 813

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sedgewick

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:15 P.M.

  	
   

  	
  Reception No. 179877

  	
   

  	
  Book 203

  	
   

  	
  Page 55

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Summit

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:40 P.M.

  	
   

  	
  Reception No. 453148

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teller

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  08:00 A.M.

  	
   

  	
  Reception No. 412373

  	
   

  	
  Book 698

  	
   

  	
  Page 104

  



 


A-2

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Washington

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:20 A.M.

  	
   

  	
  Reception No. 802111

  	
   

  	
  Book 925

  	
   

  	
  Page 955

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weld

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:54 A.M.

  	
   

  	
  Reception No. 2354434

  	
   

  	
  Book 1406

  	
   

  	
  Page 1

  



 


A-3

















 


SCHEDULE B


 


SUPPLEMENTAL
INDENTURES


 


	
  Date of

  Supplemental

  Indenture

  	
   

  	
  Series of Bonds

  	
   

  	
  Principal

  Amount Issued

  	
   

  	
  Principal

  Amount

  Outstanding

  
	
  November 1, 1993

  	
   

  	
  Series No. 1

  	
   

  	
  $134,500,000

  	
   

  	
  None

  
	
  January 1, 1994

  	
   

  	
  Series No. 2
  due 2001  

  and

   Series No. 2 due 2024

  	
   

  	
  $102,667,000

  

  $110,000,000

  	
   

  	
  None

  

  None

  
	
  September 2, 1994  

  (Appointment of
  Successor Trustee)

  	
   

  	
  None

  	
   

  	
  None

  	
   

  	
  None

  
	
  May 1, 1996

  	
   

  	
  Series No. 
  3

  	
   

  	
  $125,000,000

  	
   

  	
  None

  
	
  November 1, 1996

  	
   

  	
  Series No. 
  4

  	
   

  	
  $250,000,000

  	
   

  	
  None

  
	
  February 1, 1997

  	
   

  	
  Series No. 
  5

  	
   

  	
  $150,000,000

  	
   

  	
  None

  
	
  April 1, 1998

  	
   

  	
  Series No. 6

  	
   

  	
  $250,000,000

  	
   

  	
  None

  
	
  August 15, 2002

  	
   

  	
  Series No. 7

  	
   

  	
  $48,750,000

  	
   

  	
  $48,750,000

  
	
  September 1, 2002

  	
   

  	
  Series No. 8

  	
   

  	
  $600,000,000

  	
   

  	
  None

  
	
  September 15, 2002

  	
   

  	
  Series No. 9

  	
   

  	
  $530,000,000

  	
   

  	
  None

  
	
  April 1, 2003

  	
   

  	
  Series No. 10

  	
   

  	
  $600,000,000

  	
   

  	
  $600,000,000

  
	
  March 1, 2003

  	
   

  	
  Series No. 11

  	
   

  	
  $250,000,000

  	
   

  	
  None

  
	
  September 15, 2003

  	
   

  	
  Series No. 12

  	
   

  	
  $250,000,000

  	
   

  	
  $250,000,000

  
	
  May 1, 2003

  	
   

  	
  Series No. 13

  	
   

  	
  $350,000,000

  	
   

  	
  None

  
	
  September 1, 2003

  	
   

  	
  Series No. 14

  	
   

  	
  $300,000,000

  	
   

  	
  $300,000,000

  
	
  September 1, 2003

  	
   

  	
  Series No. 15

  	
   

  	
  $275,000,000

  	
   

  	
  $275,000,000

  
	
  August 1, 2005

  	
   

  	
  Series No. 16

  	
   

  	
  $129,500,000

  	
   

  	
  $129,500,000

  
	
  August 1, 2007

  	
   

  	
  Series No. 17

  	
   

  	
  $350,000,000

  	
   

  	
  $350,000,000

  
	
  August 1, 2008

  	
   

  	
  Series No. 18
  due 2018 

  and

  Series No. 19 due 2038

  	
   

  	
  $300,000,000 

  

  $300,000,000

  	
   

  	
  $300,000,000 

  

  $300,000,000

  



 


B-1

















 


SCHEDULE C


 


DESCRIPTION OF PROPERTY


 


The following properties are
in the State of Colorado and the counties thereof:


 


C-1