Exhibit







Exhibit 4.01



PUBLIC SERVICE COMPANY
OF COLORADO
TO
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
_____________________
Supplemental Indenture No. 28
Dated as of June 1, 2018
Supplemental to the Indenture
dated as of October 1, 1993
_____________________
Establishing the Securities of Series Nos. 31 and 32
designated 3.70% First Mortgage Bonds, Series No. 31 due 2028, and
4.10% First Mortgage Bonds, Series No. 32 due 2048, respectively












SUPPLEMENTAL INDENTURE NO. 28, dated as of June 1, 2018, 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 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. 28.  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 Securities and appointing previous successor Trustees.
The Company desires to establish two new series of Securities to be designated “3.70% First Mortgage Bonds, Series No. 31 due 2028” and “4.10% First Mortgage Bonds, Series No. 32 due 2048” such series of Securities to be hereinafter sometimes called “Series No. 31” and “Series No. 32,” respectively.
The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 28 to establish the Securities of Series No. 31 and Series No. 32 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 28 a valid agreement of the Company, and to make the Securities of Series No. 31 and Series No. 32 valid obligations of the Company, have been performed.
Granting Clauses
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 28 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. 28, 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


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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. 28 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. 28;
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;






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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
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE


Securities of Series No. 31


There are hereby established the Securities of Series No. 31, 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. 31 shall be “3.70% First Mortgage Bonds, Series No. 31 due 2028”; 


(b)the Securities of Series No. 31 shall initially be authenticated and delivered in the aggregate principal amount of $350,000,000.  The Securities of Series No. 31 may be reopened and additional Securities of Series No. 31 may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series No. 31 will contain the same terms (including the Stated Maturity and interest payment terms), except for the public offering price, issue date, and if applicable, the first interest payment date, as the other Securities of Series No. 31.  Any such additional Securities of Series No. 31, together with the Securities of Series No. 31 initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $800,000,000;


(c)interest on the Securities of Series No. 31 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;


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(d)the principal of the Securities of Series No. 31 shall be payable on June 15, 2028, the Stated Maturity for Series No. 31;


(e)the Securities of Series No. 31 shall bear interest at a rate of 3.70% per annum; interest shall accrue on the Securities of Series No. 31 from June 21, 2018 or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be June 15 and December 15 in each year, commencing December 15, 2018, and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be June 1 and December 1 in each year, respectively (whether or not a Business Day);


(f)the Corporate Trust Office of U.S. Bank 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. 31 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 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. 31 shall be redeemable at the option of the Company at any time prior to December 15, 2027 (which is the date that is six months prior to the Stated Maturity (hereinafter called the “2028 Par Call Date”)), in whole or in part, at a “make whole” redemption price equal to the greater of (i) 100% of the principal amount thereof to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities to be redeemed that would be due if such Securities matured on the 2028 Par Call Date (excluding the portion of any such accrued and unpaid interest to but excluding the Redemption Date), discounted to but excluding the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest to but excluding the Redemption Date.  At any time on or after the 2028 Par Call Date, the Company may redeem the Securities of Series No. 31, in whole or in part, at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. 


For purposes hereof, the following defined terms shall have the meaning ascribed to them:
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of Series No. 31 (assuming, for this purpose, that the Securities of Series No. 31 matured on the 2028 Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of Series No. 31.
“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker 


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obtains fewer than four Reference Treasury Dealer Quotations for the Redemption Date, the average of all of the Reference Treasury Dealer Quotations for such Redemption Date.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.
“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers) and any other 
Primary Treasury Dealer designated by, and not affiliated with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, or their respective successors, provided, however, that if any of the foregoing or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.
“Reference Treasury Dealer Quotations” means, for any Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date. 
“Treasury Rate” means, for any Redemption Date,  the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate for any Redemption Date shall be calculated on the third Business Day preceding such Redemption Date.
The provisions of Sections 501, 502, 503, 504, 505 and 506 of the Original Indenture shall be applicable to the Securities of Series No. 31, except that (i) the notice of redemption required to be provided to Holders pursuant to Section 504 shall be provided not less than 10 nor more than 60 days prior to the Redemption Date and (ii) the notice of redemption to be provided by the Company to the Trustee pursuant to Section 502 shall be provided at least twenty-five (25) days prior to the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee).
(h)not applicable;


(i)the Securities of Series No. 31 shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;


(j)not applicable;


(k)not applicable;


(l)not applicable;


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(m)not applicable;


(n)not applicable;


(o)not applicable;


(p)not applicable;


(q)the Securities of Series No. 31 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. 31; 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;


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	(u)
	(i)    If the Company shall have caused the Company’s indebtedness in respect of any Securities of Series No. 31, 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.




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(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. 31 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. 31 shall be substantially in the form attached hereto as Exhibit A, and shall have such further terms as are set forth in such form.


ARTICLE  TWO


Securities of Series No. 32
There are hereby established the Securities of Series No. 32, 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. 32 shall be “4.10% First Mortgage Bonds, Series No. 32 due 2048”; 


(b)    the Securities of Series No. 32 shall initially be authenticated and delivered in the aggregate principal amount of $350,000,000.  The Securities of Series No. 32 may be reopened and additional Securities of Series No. 32 may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series No. 32 will contain the same terms (including the Stated Maturity and interest payment terms), except for the public offering price, issue date, and if applicable, the first interest payment date, as the other Securities of Series No. 32.  Any such additional Securities of Series No. 32, together with the Securities of Series No. 32 initially authenticated, shall constitute a single series for purposes of the Indenture and shall be limited to an aggregate principal amount of $800,000,000;


(c)    interest on the Securities of Series No. 32 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 B hereto;


(d)    the principal of the Securities of Series No. 32 shall be payable on June 15, 2048, the Stated Maturity for Series No. 32;


(e)    the Securities of Series No. 32 shall bear interest at a rate of 4.10% per annum; interest shall accrue on the Securities of Series No. 32 from June 21, 2018 or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be June 15 and December 15 in each year, commencing December 15, 2018, and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be June 1 and December 1 in each year, respectively (whether or not a Business Day);


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(f)    the Corporate Trust Office of U.S. Bank 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. 32 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 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. 32 shall be redeemable at the option of the Company at any time prior to December 15, 2047 (which is the date that is six months prior to the Stated Maturity (hereinafter called the “2048 Par Call Date”)), in whole or in part, at a “make whole” redemption price equal to the greater of (i) 100% of the principal amount thereof to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities to be redeemed that would be due if such Securities matured on the 2048 Par Call Date (excluding the portion of any such accrued and unpaid interest to but excluding the Redemption Date), discounted to but excluding the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest to but excluding the Redemption Date.  At any time on or after the 2048 Par Call Date, the Company may redeem the Securities of Series No. 32, in whole or in part, at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. 


For purposes hereof, the following defined terms shall have the meaning ascribed to them:
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of Series No. 32 (assuming, for this purpose, that the Securities of Series No. 32 matured on the 2048 Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of Series No. 32.
“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations for the Redemption Date, the average of all of the Reference Treasury Dealer Quotations for such Redemption Date.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.
“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers) and any other


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Primary Treasury Dealer designated by, and not affiliated with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, or their respective successors, provided, however, that if any of the foregoing or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.
“Reference Treasury Dealer Quotations” means, for any Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date. 
“Treasury Rate” means, for any Redemption Date,  the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate for any Redemption Date shall be calculated on the third Business Day preceding such Redemption Date.
The provisions of Sections 501, 502, 503, 504, 505 and 506 of the Original Indenture shall be applicable to the Securities of Series No. 32, except that (i) the notice of redemption required to be provided to Holders pursuant to Section 504 shall be provided not less than 10 nor more than 60 days prior to the Redemption Date and (ii) the notice of redemption to be provided by the Company to the Trustee pursuant to Section 502 shall be provided at least twenty-five (25) days prior to the Redemption Date (unless a shorter notice period shall be satisfactory to the Trustee).
(h)    not applicable;


(i)    the Securities of Series No. 32 shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof;


(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. 32 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:


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(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. 32; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange or transfer;


(t)     not applicable;


(u)    (i)    If the Company shall have caused the Company’s indebtedness in respect of any Securities of Series No. 32, 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 




11









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 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. 32 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. 32 shall be substantially in the form attached hereto as Exhibit B, and shall have such further terms as are set forth in such form.


12









ARTICLE THREE
Miscellaneous Provisions


This Supplemental Indenture No. 28 is a supplement to the Original Indenture.  As previously supplemented and further supplemented by this Supplemental Indenture No. 28, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 28 shall together constitute one and the same instrument.


13









IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 28 to be duly executed as of the day and year first above written.


	
		
	 
	PUBLIC SERVICE COMPANY OF COLORADO

	 
	 

	 
	 

	 
	By:      /s/ Brian J. Van Abel                                             

	 
	 

	 
	          Name: Brian J. Van Abel

	 
	          Title: Vice President and Treasurer












STATE OF MINNESOTA    )
) ss:
COUNTY OF HENNEPIN    )


The foregoing was acknowledged before me this 14th day of June, 2018, by Brian J. Van Abel, the Vice President and Treasurer 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:  January 31, 2020






	
		
	 
	      /s/ Sharon M. Quellhorst                                            

	 
	Name: Sharon M. Quellhorst

	 
	           Notary Public


































[Signature Page - Supplemental Indenture (PSCo)]
                        


14







	
		
	 
	U.S. BANK NATIONAL ASSOCIATION,

	 
	                                                        Trustee

	 
	 

	 
	 

	 
	By:      /s/ K. Wendy Kumar                                             

	 
	          Name: K. Wendy Kumar

	 
	          Title: Vice President












STATE OF NEW YORK    )
) ss:
COUNTY OF QUEENS    )
On the 14th day of June, 2018, before me personally came K. Wendy Kumar, to me known, who, being by me duly sworn, did depose and say that she is a Vice President of U.S. Bank 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.


	
		
	 
	      /s/ Janet P. O'Hara                                                       

	 
	Name: Janet P. O'Hara

	 
	Notary Public, State of New York
























































[Signature Page - Supplemental Indenture (Trustee)]


15








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. 31






	
		
	Original Interest Accrual Date
Interest Rate:
Stated Maturity:
Interest Payment Dates:
Regular Record Dates:
	June 21, 2018
3.70% per annum
June 15, 2028
June 15 and December 15
June 1 and December 1










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 December 15, 2018 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 National Association in New York, New York or at such other office or agency as may be designated for such purpose by the Company


EXHIBIT A-1







from time to time.  Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person.  Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), between the Company and U.S. Bank National Association as successor trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured.  The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture.  This Security is one of the series designated above.
If any Interest Payment Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date or Stated Maturity, as the case may be, to such Business Day.
This Security shall be redeemable at the option of the Company at any time prior to December 15, 2027 (which is the date that is six months prior to the Stated Maturity (herein called the “Par Call Date”)), in whole or in part, at a “make whole” redemption price equal to the greater of (i) 100% of the principal amount hereof to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on this Security to be redeemed that would be due if this Security matured on the Par Call Date (excluding the portion of any such accrued and unpaid interest to but excluding the Redemption Date), discounted to but excluding the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest to but excluding the Redemption Date.  At any time on or after the Par Call Date, the Securities shall be redeemable, in whole or in part, at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. For purposes hereof, the following defined terms shall have the meaning ascribed to them:
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of this Security (assuming for this purpose, that this Security matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security.
“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker obtains fewer than four Reference 




EXHIBIT A-2







Treasury Dealer Quotations for the Redemption Date, the average of all of the Reference Treasury Dealer Quotations for such Redemption Date.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.
“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers) and any other Primary Treasury Dealer designated by, and not affiliated with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, or their respective successors, provided, however, that if any of the foregoing, or any of their respective designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.
“Reference Treasury Dealer Quotations” means, for any Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date. 
“Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate for any Redemption Date shall be calculated on the third Business Day preceding such Redemption Date.
If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities.  The Indenture also contains 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 


EXHIBIT A-3







waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company’s entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient to pay when due the principal of and interest on this Security when due.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office of U.S. Bank 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 only in denominations of $2,000 and integral multiples of $1,000 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 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 


EXHIBIT A-4







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.




































EXHIBIT A-5







IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
	
		
	 
	PUBLIC SERVICE COMPANY OF COLORADO

	 
	 

	 
	By:___________________________________

	 
	            [Vice President and Treasurer]




	
		
	Attest:____________________________
	 

	            Assistant Secretary
	 




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
NATIONAL ASSOCIATION,
as Trustee
	OR
	U.S. BANK 
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 limited-purpose trust company organized under the New York Banking Law (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
This Security may not be transferred or exchanged, nor may any purported transfer be registered, except (i) this Security may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by Cede & Co., as nominee for The Depository Trust Company (the “Depositary”), to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and (ii) this Security may be exchanged for definitive Securities registered in the respective names of the beneficial holders hereof, and thereafter shall be transferable without restrictions if:  (A) the Depositary, or any successor securities depositary, shall have notified the Company and the 


EXHIBIT A-6







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 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 herby 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 SERVIC COMPANY OF COLORADO and does hereby irrevocably

	constitute and appoint                                                                       , Attorney, to transfer said Security on 

	the books of the within-mentioned Company, with full power of substitution in the premises.

	 
	 
	 
	 
	 

	Dated:___________________________
	 
	 
	 

	 
	 
	 
	 
	 










______________________________________________________
Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever.




EXHIBIT A-7






EXHIBIT B
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. 32






	
		
	Original Interest Accrual Date
Interest Rate:
Stated Maturity:
Interest Payment Dates:
Regular Record Dates:
	June 21, 2018
4.10% per annum
June 15, 2048
June 15 and December 15
June 1 and December 1










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 December 15, 2018 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 National Association in New York, New York or at such other office or agency as may be designated for such purpose by the Company 


EXHIBIT B-1





from time to time.  Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person.  Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the “Indenture”), between the Company and U.S. Bank National Association as successor trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured.  The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture.  This Security is one of the series designated above.
If any Interest Payment Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date or Stated Maturity, as the case may be, to such Business Day.
This Security shall be redeemable at the option of the Company at any time prior to December 15, 2047 (which is the date that is six months prior to the Stated Maturity (herein called the “Par Call Date”)), in whole or in part, at a “make whole” redemption price equal to the greater of (i) 100% of the principal amount hereof to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on this Security to be redeemed that would be due if this Security matured on the Par Call Date (excluding the portion of any such accrued and unpaid interest to but excluding the Redemption Date), discounted to but excluding the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest to but excluding the Redemption Date.  At any time on or after the Par Call Date, the Securities shall be redeemable, in whole or in part, at 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date. For purposes hereof, the following defined terms shall have the meaning ascribed to them:
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of this Security (assuming for this purpose, that this Security matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security.
“Comparable Treasury Price” means (i) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker obtains fewer than four Reference 




EXHIBIT B-2





Treasury Dealer Quotations for the Redemption Date, the average of all of the Reference Treasury Dealer Quotations for such Redemption Date.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.
“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States.
“Reference Treasury Dealer” means (1) each of Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers) and any other Primary Treasury Dealer designated by, and not affiliated with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, or their respective successors, provided, however, that if any of the foregoing, or any of their respective designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by the Company after consultation with an Independent Investment Banker.
“Reference Treasury Dealer Quotations” means, for any Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date. 
“Treasury Rate” means, for any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate for any Redemption Date shall be calculated on the third Business Day preceding such Redemption Date.
If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities.  The Indenture also contains 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 


EXHIBIT B-3





waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company’s entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient to pay when due the principal of and interest on this Security when due.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office of U.S. Bank 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 only in denominations of $2,000 and integral multiples of $1,000 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 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 


EXHIBIT B-4





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.




EXHIBIT B-5





IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
	
		
	 
	PUBLIC SERVICE COMPANY OF COLORADO

	 
	 

	 
	By:___________________________________

	 
	            [Vice President and Treasurer]




	
		
	Attest:____________________________
	 

	            Assistant Secretary
	 




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
NATIONAL ASSOCIATION,
as Trustee
	OR
	U.S. BANK 
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 limited-purpose trust company organized under the New York Banking Law (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
This Security may not be transferred or exchanged, nor may any purported transfer be registered, except (i) this Security may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by Cede & Co., as nominee for The Depository Trust Company (the “Depositary”), to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and (ii) this Security may be exchanged for definitive Securities registered in the respective names of the beneficial holders hereof, and thereafter shall be transferable without restrictions if:  (A) the Depositary, or any successor securities depositary, shall have notified the Company and the 


EXHIBIT B-6





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 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 herby 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 SERVIC COMPANY OF COLORADO and does hereby irrevocably

	constitute and appoint                                                                       , Attorney, to transfer said Security on 

	the books of the within-mentioned Company, with full power of substitution in the premises.

	 
	 
	 
	 
	 

	Dated:___________________________
	 
	 
	 

	 
	 
	 
	 
	 










______________________________________________________
Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever.












EXHIBIT B-7








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
	 
	 

	Baca
	May 16, 2013
	09:50 A.M.
	Reception No. 418754
	 
	 

	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

	Cheyenne
	May 15, 2013
	11:39 A.M.
	Reception No. 236363
	 
	 

	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

	Custer
	May 15,2013
	09:18 A.M.
	Reception No. 221251
	 
	 

	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






SCHEDULE A-1







	
						
	COUNTY
	DATE
	TIME
	RECEPTION NUMBER
	BOOK/FILM
	PAGE

	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
	 
	 

	Gunnison
	Oct. 12, 1993
	04:30 P.M.
	Reception No. 446179
	Book 733
	Page 1

	Hinsdale
	May 14, 2013
	05:20 PM
	Reception No. 100157
	 
	 

	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

	Kit Carson
	May 15, 2013
	09:40 AM
	Reception No. 201300563130
	 
	 

	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
	 
	 

	Las Animas
	May 15, 2013
	09:24 AM
	Reception No. 201300720666
	 
	 

	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

	Mineral
	May 16, 2013
	10:40 AM
	Reception No. 68174
	 
	 

	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

	Otero
	May 15, 2013
	08:02 AM
	Reception No. 634927
	 
	 

	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






SCHEDULE A-2







	
						
	COUNTY
	DATE
	TIME
	RECEPTION NUMBER
	BOOK/FILM
	PAGE

	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

	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

	Yuma
	May 20, 2013
	11:59 AM
	Reception No. 00557180
	 
	 










SCHEDULE 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
	$102,667,000
	None

	 
	and
	 
	 

	 
	Series No. 2 due 2024
	$110,000,000
	None

	September 2, 1994
	None
	None
	None

	(Appointment of
	 
	 
	 

	Successor Trustee)
	 
	 
	 

	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
	None

	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
	None

	March 1, 2003
	Series No. 11
	$250,000,000
	None

	September 15, 2003
	Series No. 12
	$250,000,000
	None

	May 1, 2003
	Series No. 13
	$350,000,000
	None

	September 1, 2003
	Series No. 14
	$300,000,000
	None

	September 1, 2003
	Series No. 15
	$275,000,000
	None

	August 1, 2005
	Series No. 16
	$129,500,000
	None

	August 1, 2007
	Series No. 17
	$350,000,000
	$350,000,000

	August 1, 2008
	Series No. 18 due 2018
	$300,000,000
	$300,000,000

	 
	and
	 
	 

	 
	Series No. 19 due 2038
	$300,000,000
	$300,000,000

	May 1, 2009
	Series No. 20 due 2019
	$400,000,000
	$400,000,000

	November 1, 2010
	Series No. 21 due 2020
	$400,000,000
	$400,000,000

	August 1, 2011
	Series No. 22 due 2041
	$250,000,000
	$250,000,000

	September 1, 2012
	Series No. 23 due 2022
	$300,000,000
	$300,000,000

	 
	and
	 
	 

	 
	Series No. 24 due 2042
	$500,000,000
	$500,000,000

	March 1, 2013
	Series No. 25 due 2023
	$250,000,000
	$250,000,000

	 
	and
	 
	 

	 
	Series No. 26 due 2043
	$250,000,000
	$250,000,000

	March 1, 2014
	Series No. 27 due 2044
	$300,000,000
	$300,000,000

	May 1, 2015
	Series No. 28 due 2025
	$250,000,000
	$250,000,000

	June 1, 2016
	Series No. 29 due 2046
	$250,000,000
	$250,000,000

	June 1, 2017
	Series No. 30 due 2047
	$400,000,000
	$400,000,000

	June 1, 2018
	Series No. 31 due 2028
	$350,000,000


	$350,000,000



	 
	and
	 
	 

	 
	Series No. 32 due 2048
	$350,000,000
	$350,000,000






SCHEDULE B-1








SCHEDULE C
DESCRIPTION OF PROPERTY
The following properties are in the State of Colorado and the counties thereof: 


Jefferson County
Bergen Park Substation - Additional Land
Parcel D:
AN AREA OF LAND LOCATED WITHIN THE NORTHWEST QUARTER SECTION 21, TOWNSHIP 4 SOUTH, RANGE 71 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION, AND ASSUMING THE NORTH LINE THEREOF BEARS NORTH 89 DEGREES 54 MINUTES 42 SECONDS EAST, 2583.57 FEET WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO,
THENCE SOUTH 70 DEGREES 15 MINUTES 55 SECONDS EAST, 699.01 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 48 DEGREES 23 MINUTES 00 SECONDS EAST, 591.70 FEET TO A POINT ALONG THE NORTH RIGHT-OF-WAY LINE OF COLORADO STATE HIGHWAY NO. 74; THENCE ALONG SAID RIGHT-OF-WAY NORTH 68 DEGREES 11 MINUTES 27 SECONDS WEST, 602.76 FEET;
THENCE NORTH 34 DEGREES 44 MINUTES 55 SECONDS EAST, 205.73 FEET TO THE POINT OF BEGINNING,
COUNTY OF JEFFERSON,
STATE OF COLORADO.
Parcel E:
AN AREA OF LAND LOCATED WITHIN THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER, SECTION 20 AND THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER SECTION 21, TOWNSHIP 4 SOUTH, RANGE 71 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION 21, AND ASSUMING THE NORTH LINE THEREOF BEARS NORTH 89 DEGREES 54 MINUTES 42 SECONDS EAST, 2583.57 FEET WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO, THENCE ALONG SAID NORTH LINE NORTH 89 DEGREES 54 MINUTES 42 SECONDS EAST, 339.77 FEET; THENCE SOUTH 00 DEGREES 24 MINUTES 00 SECONDS EAST, 310.90 FEET TO A POINT ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF COLORADO STATE HIGHWAY NO. 74; THENCE ALONG SAID RIGHT-OF-WAY NORTH 60 DEGREES 26 MINUTES 01 SECONDS WEST, 634.56 FEET TO A POINT ALONG THE NORTH LINE OF SAID SECTION 20; THENCE 


SCHEDULE C-1







ALONG SAID NORTH LINE SOUTH 89 DEGREES 15 MINUTES 06 SECONDS EAST, 210.00 FEET TO THE POINT OF BEGINNING,
COUNTY OF JEFFERSON,
STATE OF COLORADO.








SCHEDULE C-2