Exhibit 4(b)(3)


 


FORM OF SUPPLEMENTAL
INDENTURE

(Senior Debt Securities)



PUBLIC SERVICE COMPANY

OF COLORADO




TO




THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,

as Trustee




SUPPLEMENTAL INDENTURE




Dated as of                     ,
20   




 


Supplementing the
Indenture

dated as of July 1, 1999




Establishing the
Securities of Series

designated          % Senior Notes
due               20


 

















 


THIS           SUPPLEMENTAL
INDENTURE, dated as of                   ,
20    , is between PUBLIC SERVICE COMPANY OF COLORADO, a
Colorado corporation (hereinafter called the “Issuer” or the “Company”), having
its principal office at 1225 17th Street, Denver, Colorado 80202, and THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (hereinafter called the “Trustee”),
having its principal corporate trust office at 700 South Flower Street, Suite 500,
Los Angeles, California 90017.


 


Recitals of the Issuer


 


The
Issuer has heretofore executed and delivered an Indenture, dated as of July 1,
1999 (the “Original Indenture”, the Original Indenture, previously supplemented
and as further supplemented by this supplemental indenture being hereinafter
referred to as the “Indenture”), relating to the issuance at any time or from
time to time of its Securities on terms to be specified at the time of
issuance. Terms used and not otherwise defined herein shall (unless the context
otherwise clearly requires) have the respective meanings given to them in the
Original Indenture.


 


The
Original Indenture provides in Article Three thereof that, prior to the
issuance of Securities of any series, the form of such Securities and the terms
applicable to such series shall be established in, or pursuant to, the
authority granted in a resolution of the Board of Directors or established in
one or more indentures supplemental thereto.


 


The
Issuer desires by this supplemental indenture, among other things, to establish
the form of the Securities of a series, to be titled        %
Series        Senior Notes due             20    of
the Issuer, and to establish the terms applicable to such series, pursuant to
Sections 201, 301 and 901 of the Original Indenture.  The Issuer has duly authorized the execution
and delivery of this supplemental indenture.


 


Article Nine
of the Original Indenture provides that the Issuer, when authorized by a
resolution of its Board of Directors, and the Trustee may from time to time and
at any time amend the Indenture without the consent of Securityholders for
certain purposes enumerated in Section 901 thereof, including the purposes
set forth in subsection (7) of said Section 901.


 


The
execution and delivery of this supplemental indenture by the parties hereto are
in all respects authorized by the provisions of the Indenture.


 


All
things necessary have been done to make this supplemental indenture a valid
agreement of the Issuer, in accordance with its terms.


 


NOW, THEREFORE, THIS              SUPPLEMENTAL
INDENTURE WITNESSETH:


 


For and in consideration of the premises, it is
mutually covenanted and agreed, as follows:


 


ARTICLE
I


 


Establishment
of           % Series        Senior
Notes due               20


 


Section 1.01.                             The title of the series of
the Securities established by this supplemental indenture shall be        %
Series         Senior Notes due              20    
of the Issuer (hereinafter called the “Series         Notes”).


 


Section 1.02.                             The Series          Notes
shall be limited to $                        in
aggregate principal amount except as provided for in Section 1.19 of this
Supplemental Indenture.


 


Section 1.03.                             The Series        Notes
may be issued in whole or in part as one or more Global Securities and The
Depository Trust Company, or a nominee thereof, shall be the Depository for
such Global Security or Global Securities. 
The Depository for such Global Security or Global Securities
representing Series         Notes
may surrender one or more Global Securities representing Series       Notes
in exchange in whole or in part for individual Series          Notes
on such terms as are acceptable to the Issuer and such Depository and otherwise
subject to the terms of the Indenture.


 

















 


Section 1.04.                             The principal of the Series         Notes
shall be payable on                     ,
20     .


 


Section 1.05.                             The Series        Notes
shall bear interest at the rate of        %
per annum and shall accrue from                 ,
20    . The Interest Payment Dates shall be                    and                in
each year, commencing                  ,
20     . The Regular Record Dates in respect of such
Interest Payment Dates shall be                          and                              in
each year, respectively.


 


Section 1.06.                             The Corporate Trust Office
of The Bank of New York Mellon Trust Company, N.A. shall be the place at which
the principal of the Series         Notes
shall be payable.  Any interest thereon
shall be paid as specified in Section 307 of the Original Indenture.


 


Section 1.07.                             [Interest Payment Deferral
Provisions, if any.]


 


Section 1.08.                             [Optional Redemption
Provisions, if any.]


 


Section 1.09.                             [Mandatory Redemption
Provisions, if any.]


 


Section 1.10.                             The Series        Notes shall be issued in denominations
of $             and
multiples of $            in
excess thereof.


 


Section 1.11.                             [Original Issue Discount
Provisions, if any.]


 


Section 1.12.                             [Additional Defaults, if
any.]


 


Section 1.13.                             Sections 1301 and 1302 of
the Indenture shall be applicable to the Series          Notes.


 


Section 1.14.                             [Currency, if other than
U.S. Dollars.]


 


Section 1.15.                             [Additional Covenants, if
any.]


 


Section 1.16.                             The Issuer hereby
appoints, or confirms the appointment of, The Bank of New York Mellon Trust
Company, N.A. as the initial Trustee, Securities Registrar and Paying Agent,
subject to the provisions of the Indenture with respect to resignation, removal
and succession, and subject, further, to the right of the Issuer to appoint
additional agents (including Paying Agents).


 


Section 1.17.                             [Exceptions to Business
Day Definition, if any.]


 


Section 1.18.                             [Any Additional Terms.]


 


Section 1.19.                             The Series          Notes
may be reopened and additional Securities of Series          Notes
may be issued in excess of the amount initially authenticated and delivered,
provided that such additional Securities of Series        Notes
will contain the same terms (including the stated maturity and interest rate)
as the other Series          Notes.  Any such additional Securities of Series          Notes,
together with the other Series         Notes,
shall constitute a single series for purposes of the Indenture.


 


Section 1.20.                             The Series         Notes
shall be substantially in the form set forth in Exhibit A hereto, and
shall have such further terms as are reflected in such form, subject to changes
in the form thereof made by the Issuer and acceptable to the Trustee.


 


ARTICLE
II


 


Miscellaneous


 


Section 2.01.                             The recitals contained
herein shall be taken as the statements of the Issuer, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee makes no
representation as to the 


 


3

















 


validity of this supplemental indenture. The
Indenture, as supplemented by this supplemental indenture, is in all respects
hereby adopted, ratified and confirmed.


 


Section 2.02.                             This supplemental
indenture may be executed in any number of counterparts, and on separate
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


 


Section 2.03.                             If any provision of this
supplemental indenture limits, qualifies or conflicts with the duties imposed
by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c),
such imposed duties shall control.


 


Section 2.04.                             The Article headings
herein are for convenience only and shall not affect the interpretation hereof.


 


4

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the           day
of                     ,
20     .


 


 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST

  
	
   

  	
  COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
						



 


5

















 


EXHIBIT
A


 


Form of          %
Series          Senior Note
due                   20


 


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 IS A GLOBAL SECURITY REGISTERED IN THE
NAME OF DTC, AS DEPOSITARY, OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY
PURPORTED TRANSFER BE REGISTERED, EXCEPT 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.


 


PUBLIC SERVICE COMPANY OF COLORADO          %
Series         Senior Note due              20


 


	
  Interest Rate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Payment Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Regular Record Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Original Interest
  Accrual Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stated Maturity:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Registered No.

  	
   

  	
  Principal Amount

  
	
   

  	
   

  	
   

  
	
  CUSIP

  	
   

  	
  $

  



 


PUBLIC
SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under
the laws of the State of Colorado (herein called the “Company”, which term
includes any successor corporation under the Indenture referred to below)
promises to pay to                           or
registered assigns the principal sum of                                                            Dollars
on                         ,
20      the Stated Maturity specified above.


 


1.                                       Interest.


 


The Company promises to pay interest on the principal amount hereof at
the Interest Rate per annum shown above from the Original Interest Accrual Date
specified above, or from the most recent Interest Payment Date to which
interest has been paid, semiannually in arrears, on the Interest Payment Dates
specified above, in each year, commencing with the Interest Payment Date next
succeeding the Original Interest Accrual Date specified above, until the
principal hereof is paid or duly provided for. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 

















 


2.                                       Method
of Payment.


 


The Company will pay interest so payable to the person who is the
registered holder hereof at the close of business on the Regular Record Date
for the next Interest Payment Date, except as otherwise provided in the
Indenture and except that interest payable at Maturity will be paid to the
person to whom principal is paid at Maturity. Payment of principal shall be
made upon presentation hereof at the office of this Paying Agent. The Company
will pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. The Company
may pay principal and interest by check payable in such money. It may mail an
interest check to the holder’s registered address.


 


3.                                       Agents.


 


Initially, The Bank of New York Mellon Trust Company, N.A., 700 South
Flower Street, Suite 500, Los Angeles, California 90017, Attention:
Corporate Trust Administration, will act as Paying Agent, and Securities
Registrar. The Company may change the Paying Agent to provide for more than one
such agent. The Company may appoint one or more Security Registers. The Company
or any Affiliate may act in any such capacity. The Trustee may appoint one or
more Authenticating Agents to authenticate the Securities.


 


4.                                       Indenture.


 


The securities of this series (the “Securities”) have been issued under
an Indenture dated as July 1, 1999 (the “Indenture”) between the Company
and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” which term
includes any successor trustee under the Indenture). The terms of the
Securities include those stated in the Indenture and in the Supplemental
Indenture creating the Securities and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
Securityholders are referred to the Indenture, the Supplemental Indenture and
the Act for a statement of such terms.


 


5.                                       Redemption.


 


[This Security is not redeemable prior to maturity.]


 


[This Security is subject to redemption upon not less than 30 days’
notice by first class mail, in whole or in part from time to time prior to the
Stated Maturity on and after                      ,
20 at the option of the Company at a redemption price equal to                           .  In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


6.                                       [Notice
of Redemption.


 


Notice of redemption will be mailed at least 30 days before the
redemption date to the holder hereof at his address appearing on the Security
Register.


 


A notice of redemption shall provide that it is subject to the
occurrence of any event before the date fixed for such redemption as described
in such notice (“Conditional Redemption”) and such notice of Conditional
Redemption shall be of no effect unless all such conditions to the redemption
have occurred before such date or have been waived by the Company.]


 


2

















 


7.                                       Denominations,
Transfer, Exchange.


 


The Securities of this series are in registered form without coupons in
denominations of $              and
multiples of $                 in
excess thereof. The transfer of this Security may be registered and this
Security may be exchanged as provided in the Indenture. The Securities Registrar
may require a holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or the
Indenture. The Securities Registrar need not exchange or register the transfer
of any Security of this series or portion thereof selected for redemption.
Also, it need not exchange or register the transfer of any Security for a
period of 15 days before a selection of Securities of this series to be
redeemed.


 


8.                                       Persons
Deemed Owners.


 


The registered holder of a Security may be treated as its owner for all
purposes.


 


9.                                       Amendments
and Waivers.


 


Subject to certain exceptions, the Indenture may be amended with the
consent of the holders of a majority in outstanding principal amount of the
Securities. Subject to certain exceptions, a default under the Indenture may be
waived with the consent of the holders of a majority in outstanding principal
amount of the Securities.


 


Without the consent of any Securityholder, the Indenture may be
amended, among other things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company obligations to
Securityholders; or to make any change that does not materially adversely
affect the rights of any Securityholder.


 


10.                                 Restrictive
Covenants.


 


The Securities of this series are unsecured general obligations of the
Company and shall initially be authenticated and delivered in the aggregate
principal amount of $                     .  The Securities of this series may be reopened
and additional Securities of this series may be issued in accordance with the
terms of the Indenture.  The Indenture
does not limit other unsecured debt.


 


11.                                 Successors.


 


When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.


 


12.                                 Defeasance
Prior to Redemption or Maturity.


 


Subject to certain conditions, the Company at any time may terminate
some or all of its obligations hereunder and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest hereon to redemption or maturity. U.S. Government Obligations
are securities backed by the full faith and credit of the United States of
America or certificates representing an ownership interest in such Obligations.


 


13.                                 Defaults
and Remedies.


 


If an Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding Securities may
declare the principal of all such Securities to be due and payable
immediately.  Securityholders may not
enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, holders of a
majority in 


 


3

















 


principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing default (except a default in payment of principal or
interest or any sinking fund installment) if it determines that withholding
notice is in their interests. The Company must furnish annual compliance
certificates to the Trustee.


 


14.                                 Trustee
Dealings with Company.


 


The Bank of New York Mellon Trust Company, N.A., the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not Trustee.


 


15.                                 No
Recourse Against Others.


 


A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.


 


16.                                 Authentication.


 


This Security shall not be valid for any purpose and shall not be
entitled to any benefit under the Indenture until authenticated by a manual
signature of the Trustee or any Authenticating Agent.


 


17.                                 Abbreviaions.


 


Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the
entireties) , JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors
Act).


 


The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture, including the Supplemental Indenture
which contains the text of this Security in larger type. Requests may be made
to: Public Service Company of Colorado, 1225 17th Street, Denver, Colorado,
80202 Attention: Corporate Secretary.


 


4

















 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [corporate
  seal] 

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


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


 


	
   

  	
  THE BANK OF NEW YORK MELLON TRUST 

  
	
   

  	
  COMPANY, N.A., as Trustee 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
				



 


5

















 


	
  ASSIGNMENT
  FORM

  
	
   

  
	
  To
  assign this Security, fill in the form below:

  
	
   

  
	
  I or
  we assign and transfer this Security to:

  
	
  ______________________________________

  
	
  ______________________________________

  
	
   

  
	
  (Insert
  assignee’s social security or tax I.D. no.)

  
	
  ______________________________________

  
	
  ______________________________________

  
	
  ______________________________________

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  



 


and irrevocably appoint ____________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.


 


	
  Date:

  	
   

  	
  Your Signature:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(Sign
exactly as your name appears on the other side of this Security)


 


6