Exhibit 4.01


 


PUBLIC SERVICE COMPANY


OF COLORADO


 


TO


 


U.S. BANK TRUST NATIONAL ASSOCIATION,


 


as Trustee


 






 


Supplemental
Indenture No. 19


 


Dated
as of May 1, 2009


 


Supplemental
to the Indenture


dated
as of October 1, 1993


 






 


Establishing
the Securities of Series No. 20,

designated 5.125% First Mortgage Bonds, Series No. 20 due 2019


 

















 


SUPPLEMENTAL INDENTURE NO. 19, dated as of May 1,
2009 between PUBLIC SERVICE COMPANY OF
COLORADO, a corporation duly organized and existing under the laws
of the State of Colorado (hereinafter sometimes called the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly First
Trust of New York, National Association), a national banking
association, as successor trustee (hereinafter sometimes called the “Trustee”)
to Morgan Guaranty Trust Company of New York under the Indenture, dated as of October 1,
1993 (hereinafter called the “Original Indenture”), as previously supplemented
and as further supplemented by this Supplemental Indenture No. 19.  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 the successor Trustee.


 


The Company desires to
establish a new series of Securities to be designated “5.125% First Mortgage
Bonds, Series No. 20 due 2019,” such series of Securities to be
hereinafter sometimes called “Series No. 20.”


 


The Company has duly
authorized the execution and delivery of this Supplemental Indenture No. 19
to establish the Securities of Series No. 20 and has duly authorized
the issuance of such Securities; and all acts necessary to make this
Supplemental Indenture No. 19 a valid agreement of the Company, and to
make the Securities of Series No. 20 valid obligations of the
Company, have been performed.


 


Granting Clauses


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 19 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. 19,
in and to property (other than Excepted Property), real, personal and mixed and
wherever situated, in any case used or to be used in or in connection with the
Electric Utility Business (whether or not such use is the sole use of such property),
including without limitation (a) all lands and interest in land described
or referred to in Schedule C hereto; (b) all other lands, easements,
servitudes, 


 

















 


licenses, permits, rights of
way and other rights and interests in or relating to real property used or to
be used in or in connection with the Electric Utility Business or relating to
the occupancy or use of such real property, subject however, to the exceptions
and exclusions set forth in clause (a) of Granting Clause First of the
Original Indenture; (c) all plants, generators, turbines, engines,
boilers, fuel handling and transportation facilities, air and water pollution
control and sewage and solid waste disposal facilities and other machinery and
facilities for the generation of electric energy; (d) all switchyards,
lines, towers, substations, transformers and other machinery and facilities for
the transmission of electric energy; (e) all lines, poles, conduits,
conductors, meters, regulators and other machinery and facilities for the distribution
of electric energy; (f) all buildings, offices, warehouses and other
structures used or to be used in or in connection with the Electric Utility
Business; (g) all pipes, cables, insulators, ducts, tools, computers and
other data processing and/or storage equipment and other equipment, apparatus
and facilities used or to be used in or in connection with the Electric Utility
Business; (h) any or all of the foregoing properties in the process of
construction; and (i) all other property, of whatever kind and nature,
ancillary to or otherwise used or to be used in conjunction with any or all of
the foregoing or otherwise, directly or indirectly, in furtherance of the
Electric Utility Business;


 


Granting Clause Second


 


Subject to the applicable exceptions
permitted by Section 810(c), Section 1303 and Section 1305 of
the Original Indenture, all property (other than Excepted Property) of the kind
and nature described in Granting Clause First which may be hereafter acquired
by the Company, it being the intention of the Company that all such property
acquired by the Company after the date of the execution and delivery of this
Supplemental Indenture No. 19 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. 19;


 


Granting Clause Fourth


 


All other property of whatever kind and
nature subjected or required to be subjected to the Lien of the Indenture by
any of the provisions thereof;


 


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


 


Excepted Property


 


Expressly excepting and excluding, however,
from the Lien and operation of the Indenture all Excepted Property of the Company,
whether now owned or hereafter acquired;


 


TO HAVE AND TO HOLD all such property, real,
personal and mixed, unto the Trustee, its successors in trust and their assigns
forever;


 


SUBJECT, HOWEVER, to (a) Liens existing
at the date of the execution and delivery of the Original Indenture, (b) as
to property acquired by the Company after the date of the execution and 


 


2

















 


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. 20


 


There are hereby established
the Securities of Series No. 20, 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. 20
shall be “5.125% First Mortgage Bonds, Series No. 20 due 2019”;


 


(b)           the Securities of Series No. 20 shall initially be authenticated and
delivered in the aggregate principal amount of $400,000,000.  The Securities of Series No. 20 may
be reopened and additional Securities of Series No. 20 may be issued
in excess of the amount initially authenticated and delivered, provided that
such additional Securities of Series No. 20 will contain the same
terms (including the Stated Maturity and interest rate), except for the public
offering price and issue date, as the other Securities of Series No. 20.  Any such additional Securities of Series No. 20,
together with the Securities of Series No. 20 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. 20
shall be payable to the Persons in whose names such Securities are registered
at the close of business on the Regular Record Date for such interest, except
as otherwise expressly provided in the form of such Securities attached as Exhibit A
hereto;


 


(d)           the principal of the Securities of Series No. 20
shall be payable on June 1, 2019, the Stated Maturity for Series No. 20;


 


3

















 


(e)           the Securities of Series No. 20
shall bear interest at a rate of 5.125% per annum; interest shall accrue on the
Securities of Series No. 20 from June 4, 2009 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 1 and December 1 in each
year, commencing December 1, 2009 and the Regular Record Dates with
respect to the Interest Payment Dates for such Securities shall be May 15
and November 15 in each year, respectively (whether or not a Business
Day);


 


(f)            the Corporate Trust Office of U.S.
Bank Trust National Association in New York, New York shall be the place at
which (i) the principal of, premium, if any, and interest, if any, on the
Securities of Series No. 20 shall be payable, (ii) registration
of transfer of such Securities may be effected, (iii) exchanges of such
Securities may be effected and (iv) notices and demands to or upon the
Company in respect of such Securities and the Indenture may be served; and U.S.
Bank Trust National Association shall be the Security Registrar for such
Securities; provided, however, that the Company reserves the right to change,
by one or more Officer’s Certificates, any such place or the Security
Registrar; and provided, further, that the Company reserves the right to
designate, by one or more Officer’s Certificates, its principal office in
Denver, Colorado as any such place or itself as the Security Registrar;


 


(g)           the Securities of Series No. 20
shall be redeemable at the option of the Company at any time prior to their
Maturity, in whole or in part, at a 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 (excluding the portion of any such interest
accrued to the Redemption Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 30 basis points, plus, in each case, accrued and
unpaid interest to the Redemption Date. 
For purposes hereof, the following defined terms shall have the meaning
ascribed to them:


 


“Treasury Yield” means, for any Redemption
Date (1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the remaining term, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Yield will be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month); or (2) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, 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 Yield for any Redemption Date shall be calculated on the
third Business Day preceding such Redemption Date.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by the Independent Investment Banker as
having a maturity comparable to the remaining term of the Securities of Series No. 20
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. 20.


 


4

















 


“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 Trustee 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 Credit
Suisse Securities (USA) LLC, BNP Paribas Securities Corp. or Scotia Capital
(USA) Inc. or their respective successors or, if such firms or their successors
are unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Company.


 


“Reference Treasury Dealer” means (1) each
of Credit Suisse Securities (USA) LLC and BNP Paribas Securities Corp. and any
other Primary Treasury Dealer designated by, and not affiliated with, Credit
Suisse Securities (USA) LLC or BNP Paribas Securities Corp. or their respective
successors, provided, however, that if Credit Suisse Securities (USA) LLC or
BNP Paribas Securities Corp. 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.


 


“Primary Treasury Dealer” means any primary
U.S. Government securities dealer in the United States.


 


“Reference Treasury Dealer Quotations” means,
for each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the 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 the 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.


 


(h)           not applicable;


 


(i)            the Securities of Series No. 20
shall be issuable in denominations of $1,000 and multiples 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. 20
are to be initially registered in the name of Cede & Co., as nominee
for The Depository Trust Company (the “Depositary”).  Such 


 


5

















 


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. 20;
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. 20 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 


 


6

















 


value of, any
Eligible Obligations deposited pursuant to Section 901 of the Original
Indenture with respect to such Securities and (B) that the Company will
provide (and the Company shall promptly so provide) to such Person, or any
beneficial owner of such Securities holding through such Person (upon written
request to the Company sent to an address specified in such notice), such other
information as such Person or beneficial owner, as the case may be, reasonably
may request in order to enable it to determine the federal income tax
consequences to it resulting from the satisfaction and discharge of the
Company’s indebtedness in respect of such Securities.  Thereafter, the Company shall, within
forty-five (45) days after the end of each calendar year, give to each Person
who at any time during such calendar year was a Holder of such Securities a
notice containing (X) such information as may be necessary to enable such
Person to report its income, gain or loss for federal income tax purposes with
respect to such Securities or the assets held on deposit in respect thereof
during such calendar year or the portion thereof during which such Person was a
Holder of such Securities, as the case may be (such information to be set forth
for such calendar year as a whole and for each month during such year) and (Y) a
statement to the effect that the Company will provide (and the Company shall
promptly so provide) to such Person, or any beneficial owner of such Securities
holding through such Person (upon written request to the Company sent to an
address specified in such notice), such other information as such Person or
beneficial owner, as the case may be, reasonably may request in order to enable
it to determine its income, gain or loss for federal income tax purposes with
respect to such Securities or such assets for such year or portion thereof, as
the case may be.  The obligation of the
Company to provide or cause to be provided information for purposes of income
tax reporting by any Person as described in the first two sentences of this
paragraph shall be deemed to have been satisfied to the extent that the Company
has provided or caused to be provided substantially comparable information
pursuant to any requirements of the Internal Revenue Code of 1986, as amended
from time to time (the “Code”) and United States Treasury regulations
thereunder.


 


(ii)           Notwithstanding the provisions of
subparagraph (i) above, the Company shall not be required to give any
notice specified in such subparagraph or to otherwise furnish any of the
information contemplated therein if the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize income, gain or loss for federal income tax purposes as a
result of the satisfaction and discharge of the Company’s indebtedness in
respect of such Securities and such Holders will be subject to federal income
taxation on the same amounts and in the same manner and at the same times as if
such satisfaction and discharge had not occurred.


 


(iii)          Anything in this clause (u) to
the contrary notwithstanding, the Company shall not be required to give any
notice specified in subparagraph (i) or to otherwise furnish the
information contemplated therein or to deliver any Opinion of Counsel
contemplated by subparagraph (ii) if the Company shall have caused
Securities of Series No. 20 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.


 


7

















 


(v)           The Securities of Series No. 20
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


 


Miscellaneous
Provisions


 


This Supplemental Indenture No. 19
is a supplement to the Original Indenture. 
As previously supplemented and further supplemented by this Supplemental
Indenture No. 19, the Original Indenture is in all respects ratified,
approved and confirmed, and the Original Indenture, all previous supplements
thereto and this Supplemental Indenture No. 19 shall together constitute
one and the same instrument.


 


8

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture No. 19 to be duly executed as of the
day and year first above written.


 


 


	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George E. Tyson II

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: George E. Tyson II

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 


 


	
  STATE
  OF MINNESOTA

  	
  )

  
	
   

  	
  )
  ss:

  
	
  COUNTY
  OF HENNEPIN

  	
  )

  



 


 


The foregoing was
acknowledged before me this 28th day of May, 2009, by George E. Tyson II, 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,
2010


 


 


	
   

  	
  /s/ Sharon M. Quellhorst

  
	
   

  	
  Name: Sharon M. Quellhorst

  
	
   

  	
  Notary Public

  



 


9

















 


	
   

  	
  U.S. BANK TRUST 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 28th day of May,
2009, 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 Trust
National Association, the banking association described in and which executed
the foregoing instrument; and that she signed her name thereto by authority of
the Board of Directors of said banking association.


 


	
   

  	
  /s/ Janet P. O’Hara

  
	
   

  	
  Name:  Janet P. O’Hara

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  Commission Expires:  November 3,
  2009

  



 


10
















 


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. 20


 




	
  Original Interest Accrual Date

  Interest Rate:

  Stated Maturity:

  Interest Payment Dates:

  Regular Record Dates:

  	
   

  	
  June 4,
  2009

  5.125%
  per annum

  June 1,
  2019

  June 1
  and December 1

  May 15
  and November 15

  






 


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 1, 2009 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.


 


A-1

















 


Payment of the principal of
this Security and interest hereon at Maturity shall be made upon presentation
of this Security at the Corporate Trust Office of U.S. Bank Trust National
Association in New York, New York or at such other office or agency as may be
designated for such purpose by the Company from time to time.  Payment of interest on this Security (other
than interest at Maturity) shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register,
except that if such Person shall be a securities depositary, such payment may
be made by such other means in lieu of check as shall be agreed upon by the
Company, the Trustee and such Person. 
Payment of the principal of and interest on this Security, as aforesaid,
shall be made in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts.


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the
“Securities”), issued and issuable in one or more series under and equally
secured by an Indenture, dated as of October 1, 1993 (such Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, together with any constituent instruments establishing the
terms of particular Securities, being herein called the “Indenture”), between
the Company and U.S. Bank Trust National Association (formerly First Trust of
New York, National Association) as successor trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the property mortgaged, pledged and held in trust,
the nature and extent of the security and the respective rights, limitations of
rights, duties and immunities of the Company, the Trustee and the Holders of
the Securities thereunder and of the terms and conditions upon which the
Securities are, and are to be, authenticated and delivered and secured.  The acceptance of this Security shall be
deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture. 
This Security is one of the series designated above.


 


If any Interest Payment Date
or the Stated Maturity shall not be a Business Day (as hereinafter defined),
payment of the amounts due on this Security on such date may be made on the
next succeeding Business Day; and, if such payment is made or duly provided for
on such Business Day, no interest shall accrue on such amounts for the period
from and after such Interest Payment Date or Stated Maturity, as the case may
be, to such Business Day.


 


This Security shall be
redeemable at the option of the Company at any time prior to Maturity, in whole
or in part, at a 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 (excluding the portion of any such interest accrued to
the Redemption Date), discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 30 basis points, plus, in each case, accrued and unpaid interest to
the Redemption Date.  For purposes
hereof, the following defined terms shall have the meaning ascribed to them:


 


“Treasury Yield” means, for
any Redemption Date (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the remaining term, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Treasury Yield will be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month); or (2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semiannual equivalent yield to maturity of the 


 


A-2

















 


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 Yield for any Redemption Date shall be calculated on the
third Business Day preceding such Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of this
Security 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 Trustee 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 Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp.
or Scotia Capital (USA) Inc. or their respective successors or, if such firms
or their successors are unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with the Company.


 


“Reference Treasury Dealer”
means (1) each of Credit Suisse Securities (USA) LLC and BNP Paribas
Securities Corp. and any other Primary Treasury Dealer designated by, and not
affiliated with, Credit Suisse Securities (USA) LLC or BNP Paribas Securities Corp.
or their respective successors, provided, however, that if Credit Suisse
Securities (USA) LLC or BNP Paribas Securities Corp. 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.


 


“Primary Treasury Dealer”
means any primary U.S. Government securities dealer in the United States.


 


“Reference Treasury Dealer
Quotations” means, for each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the 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 the 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.


 


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 


 


A-3

















 


shall
directly affect the rights of the Holders of Securities of one or more, but
less than all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
Tranches so directly affected, considered as one class, shall be required; and
provided, further, that the Indenture permits the Trustee to enter into one or
more supplemental indentures for limited purposes without the consent of any
Holders of Securities.  The Indenture
also contains provisions permitting the Holders of a majority in principal
amount of the Securities then Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in the Indenture
and subject to certain limitations therein set forth, this Security or any
portion of the principal amount hereof will be deemed to have been paid for all
purposes of the Indenture and to be no longer Outstanding thereunder, and, at
the election of the Company, the Company’s entire indebtedness in respect
thereof will be satisfied and discharged, if there has been irrevocably
deposited with the Trustee or any Paying Agent (other than the Company), in
trust, money in an amount which will be sufficient and/or Eligible Obligations,
the principal of and interest on which when due, without regard to any
reinvestment thereof, will provide moneys 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 Trust National Association in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only as registered Securities, without coupons, and in
denominations of $1,000 and multiples thereof. 
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the same series, of any authorized
denominations, as requested by the Holder surrendering the same, and of like
tenor upon surrender of the Security or Securities to be exchanged at the
office of U.S. Bank Trust National Association, in New York, New York or such
other office or agency as may be designated by the Company from time to time.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture and the
Securities shall be governed by and construed in accordance with the laws of
the State of New York (including without limitation Section 5-1401 of the
New York General Obligations Law or any successor to such statute), except to
the extent that the Trust Indenture Act of 1939, as then in effect or any
successor statute shall be applicable and except to the extent that the law of 


 


A-4

















 


any
jurisdiction wherein any portion of the property mortgaged pursuant to the
Indenture or any indenture supplemental thereto is located shall mandatorily
govern the perfection, priority or enforcement of the lien of the Indenture and
all indentures supplemental thereto with respect to such portion of the
mortgaged property.


 


As used herein, “Business
Day” means any day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of New York, New York
or other city in which is located any office or agency maintained for the
payment of principal or interest on this Security, are authorized or required
by law, regulation or executive order to remain closed.  All other terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


As provided in the
Indenture, no recourse shall be had for the payment of the principal of or
interest on any Securities, or any part thereof, or for any claim based thereon
or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, shareholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the Securities are
solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the Securities.


 


Unless the certificate of
authentication hereon has been executed by the Trustee or an Authenticating
Agent by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


A-5

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed and its corporate seal
to be hereunto affixed and attested.


	
   

  	
   

  	
  PUBLIC SERVICE COMPANY OF COLORADO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  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 TRUST

  NATIONAL ASSOCIATION,

  as Trustee

  	
  OR

  	
   

  	
  U.S. BANK TRUST

  NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized Officer

  	
   

  
									



 


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York Corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


This Security may not be
transferred or exchanged, nor may any purported transfer be registered, except (i) this
Security may be transferred in whole, and appropriate registration of transfer
effected, if such transfer is by Cede & Co., as nominee for 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 


 


A-6

















 


if:  (A) the
Depositary, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depositary with respect to the Securities and the Trustee shall not
have been notified by the Company within ninety (90) days of the identity of a
successor securities depositary with respect to the Securities; or (B) the
Company shall have delivered to the Trustee a Company Order to the effect that
the Securities shall be so exchangeable on and after a date specified therein
or (C) (1) an Event of Default shall have occurred and be continuing,
(2) the Trustee shall have given notice of such Event of Default pursuant
to Section 1102 of the Original Indenture and (3) there shall have
been delivered to the Company and the Trustee an Opinion of Counsel to the
effect that the interests of the beneficial owners of such Securities in respect
thereof will be materially impaired unless such owners become Holders of
definitive Securities.


 






 


FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto


 




 





[please insert social
security or other identifying number of assignee]


 




 





[please print or typewrite
name and address of assignee]


 




 





 


the
within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby
irrevocably constitute and appoint                                                              
, Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  



 


 




	
   

  






 


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


 


A-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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bent

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:35 A.M.

  	
   

  	
  Reception
  No. 278521

  	
   

  	
  Book
  435

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boulder

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  03:04 P.M.

  	
   

  	
  Reception
  No. 01347991

  	
   

  	
  Film
  1888

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broomfield

  	
   

  	
  Sept.
  12, 2002

  	
   

  	
  02:47 P.M.

  	
   

  	
  Reception
  No. 20020l33l3

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chaffee

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception
  No. 269673

  	
   

  	
  Book
  539

  	
   

  	
  Page 518

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clear Creek

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:25 P.M.

  	
   

  	
  Reception
  No. 163701

  	
   

  	
  Book
  505

  	
   

  	
  Page 631

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conejos

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:56 A.M.

  	
   

  	
  Reception
  No. 205693

  	
   

  	
  Book
  354

  	
   

  	
  Page 776

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costilla

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:00 A.M.

  	
   

  	
  Reception
  No. 191898

  	
   

  	
  Book
  291

  	
   

  	
  Page 117

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crowley

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  08:40 A.M.

  	
   

  	
  Reception
  No. 148850

  	
   

  	
  Book
  244

  	
   

  	
  Page 195

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delta

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:37 A.M.

  	
   

  	
  Reception
  No. 471619

  	
   

  	
  Book
  709

  	
   

  	
  Page 50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Denver

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:24 A.M.

  	
   

  	
  Reception
  No. 9300139814

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dolores

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  12:50 P.M.

  	
   

  	
  Reception
  No. 133132

  	
   

  	
  Book
  260

  	
   

  	
  Page 300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:08 P.M.

  	
   

  	
  Reception
  No. 9348340

  	
   

  	
  Book
  1154

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eagle

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:48 P.M.

  	
   

  	
  Reception
  No. 518046

  	
   

  	
  Book
  621

  	
   

  	
  Page 978

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Elbert

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:01 P.M.

  	
   

  	
  Reception
  No. 313722

  	
   

  	
  Book
  480

  	
   

  	
  Page 183

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  El Paso

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:38 P.M.

  	
   

  	
  Reception
  No. 002368410

  	
   

  	
  Book
  6282

  	
   

  	
  Page 51

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fremont

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:30 P.M.

  	
   

  	
  Reception
  No. 608790

  	
   

  	
  Book
  1154

  	
   

  	
  Page 31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Garfield

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception
  No. 453596

  	
   

  	
  Book
  878

  	
   

  	
  Page 193

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gilpin

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:20 P.M.

  	
   

  	
  Reception
  No. 79260

  	
   

  	
  Book
  551

  	
   

  	
  Page 413

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  12:45 P.M.

  	
   

  	
  Reception
  No. 93010260

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gunnison

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:30 P.M.

  	
   

  	
  Reception
  No. 446179

  	
   

  	
  Book
  733

  	
   

  	
  Page 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Huerfano

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:15 A.M.

  	
   

  	
  Reception No. 9244

  	
   

  	
  Book
  21M

  	
   

  	
  Page 316

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jefferson

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:30 A.M.

  	
   

  	
  Reception
  No. 93163438

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kiowa

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:00 P.M.

  	
   

  	
  Reception No. 249124

  	
   

  	
  Book
  409

  	
   

  	
  Page 40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  La Plata

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:38 P.M.

  	
   

  	
  Reception No. 655580

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lake

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:00 P.M.

  	
   

  	
  Reception
  No. 305501

  	
   

  	
  Book
  506

  	
   

  	
  Page 635

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Larimer

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  10:23 A.M.

  	
   

  	
  Reception
  No. 93075587

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Logan

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:10 P.M.

  	
   

  	
  Reception
  No. 606328

  	
   

  	
  Book
  874

  	
   

  	
  Page 484

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mesa

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  12:06 P.M.

  	
   

  	
  Reception No. 1656362

  	
   

  	
  Book
  2014

  	
   

  	
  Page 129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moffat

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:00 A.M.

  	
   

  	
  Reception No. 350044

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montezuma

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  10:10 A.M.

  	
   

  	
  Reception
  No. 435373

  	
   

  	
  Book
  0679

  	
   

  	
  Page 756

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Montrose

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  03:06 P.M.

  	
   

  	
  Reception
  No. 591244

  	
   

  	
  Book
  862;

  	
   

  	
  Page 281

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morgan

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  12:54 P.M.

  	
   

  	
  Reception
  No. 738426

  	
   

  	
  Book 959-60

  	
   

  	
  Page 857

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ouray

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:08 A.M.

  	
   

  	
  Reception
  No. 154688

  	
   

  	
  Book
  221

  	
   

  	
  Page 500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Park

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  10:00 A.M.

  	
   

  	
  Reception
  No. 417879

  	
   

  	
  Book
  504

  	
   

  	
  Page 365

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pitkin

  	
   

  	
  Oct. 14, 1993

  	
   

  	
  03:56 P.M.

  	
   

  	
  Reception No. 362054

  	
   

  	
  Book
  726

  	
   

  	
  Page 791

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prowers

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:00 P.M.

  	
   

  	
  Reception No. 462785

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pueblo

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:54 A.M.

  	
   

  	
  Reception
  No. 1021381

  	
   

  	
  Book
  2685

  	
   

  	
  Page 768

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Blanco

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:18 P.M.

  	
   

  	
  Reception
  No. 249980

  	
   

  	
  Book
  506

  	
   

  	
  Page 838

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rio Grande

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:46 A.M.

  	
   

  	
  Reception
  No. 337091

  	
   

  	
  Book
  450

  	
   

  	
  Page 43

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Routt

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:12 A.M.

  	
   

  	
  Reception
  No. 428347

  	
   

  	
  Book
  689

  	
   

  	
  Page 2575

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Saguache

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  11:05 A.M.

  	
   

  	
  Reception
  No. 304092

  	
   

  	
  Book
  486

  	
   

  	
  Page 625

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Juan

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  10:27 A.M.

  	
   

  	
  Reception
  No. 136438

  	
   

  	
  Book
  240

  	
   

  	
  Page 702

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Miguel

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  04:05 P.M.

  	
   

  	
  Reception
  No. 287896

  	
   

  	
  Book
  518

  	
   

  	
  Page 813

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sedgewick

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  02:15 P.M.

  	
   

  	
  Reception
  No. 179877

  	
   

  	
  Book
  203

  	
   

  	
  Page 55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Summit

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  01:40 P.M.

  	
   

  	
  Reception
  No. 453148

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Teller

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  08:00 A.M.

  	
   

  	
  Reception
  No. 412373

  	
   

  	
  Book
  698

  	
   

  	
  Page 104

  	
   

  



 


A-2

















 


	
  COUNTY

  	
   

  	
  DATE

  	
   

  	
  TIME

  	
   

  	
  RECEPTION NUMBER

  	
   

  	
  BOOK/FILM

  	
   

  	
  PAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Washington

  	
   

  	
  Oct. 12, 1993

  	
   

  	
  11:20 A.M.

  	
   

  	
  Reception
  No. 802111

  	
   

  	
  Book
  925

  	
   

  	
  Page 955

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weld

  	
   

  	
  Oct. 13, 1993

  	
   

  	
  09:54 A.M.

  	
   

  	
  Reception
  No. 2354434

  	
   

  	
  Book
  1406

  	
   

  	
  Page 1

  	
   

  



 


A-3

















 


SCHEDULE B


 


SUPPLEMENTAL INDENTURES


 


	
  Date of

  Supplemental

  Indenture

  	
   

  	
  Series of Bonds

  	
   

  	
  Principal

  Amount Issued

  	
   

  	
  Principal

  Amount

  Outstanding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1,
  1993

  	
   

  	
  Series No. 1

  	
   

  	
  $

  	
  134,500,000

  	
   

  	
  None

  
	
  January 1,
  1994

  	
   

  	
  Series No. 2 due 2001 

  	
   

  	
  $

  	
  102,667,000 

  	
   

  	
  None 

  
	
   

  	
   

  	
  and 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series No. 2 due 2024

  	
   

  	
  $

  	
  110,000,000

  	
   

  	
  None

  
	
  September 2,
  1994 

  (Appointment of Successor Trustee)

  	
   

  	
  None

  	
   

  	
  None

  	
   

  	
  None

  
	
  May 1,
  1996

  	
   

  	
  Series No. 3

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  None

  
	
  November 1,
  1996

  	
   

  	
  Series No. 4

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  
	
  February 1,
  1997

  	
   

  	
  Series No. 5

  	
   

  	
  $

  	
  150,000,000

  	
   

  	
  None

  
	
  April 1,
  1998

  	
   

  	
  Series No. 6

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  
	
  August 15,
  2002

  	
   

  	
  Series No. 7

  	
   

  	
  $

  	
  48,750,000

  	
   

  	
  $

  	
  48,750,000

  
	
  September 1,
  2002

  	
   

  	
  Series No. 8

  	
   

  	
  $

  	
  600,000,000

  	
   

  	
  None

  
	
  September 15,
  2002

  	
   

  	
  Series No. 9

  	
   

  	
  $

  	
  530,000,000

  	
   

  	
  None

  
	
  April 1,
  2003

  	
   

  	
  Series No. 10

  	
   

  	
  $

  	
  600,000,000

  	
   

  	
  $

  	
  600,000,000

  
	
  March 1,
  2003

  	
   

  	
  Series No. 11

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  None

  
	
  September 15,
  2003

  	
   

  	
  Series No. 12

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  $

  	
  250,000,000

  
	
  May 1,
  2003

  	
   

  	
  Series No. 13

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  None

  
	
  September 1,
  2003

  	
   

  	
  Series No. 14

  	
   

  	
  $

  	
  300,000,000

  	
   

  	
  None

  
	
  September 1,
  2003

  	
   

  	
  Series No. 15

  	
   

  	
  $

  	
  275,000,000

  	
   

  	
  $

  	
  275,000,000

  
	
  August 1,
  2005

  	
   

  	
  Series No. 16

  	
   

  	
  $

  	
  129,500,000

  	
   

  	
  $

  	
  129,500,000

  
	
  August 1,
  2007

  	
   

  	
  Series No. 17

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  $

  	
  350,000,000

  
	
  August 1,
  2008

  	
   

  	
  Series No. 18 due 2018 

  	
   

  	
  $

  	
  300,000,000

  	
   

  	
  $

  	
  300,000,000

  
	
   

  	
   

  	
  and 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Series No. 19 due 2038

  	
   

  	
  $

  	
  300,000,000

  	
   

  	
  $

  	
  300,000,000

  



 


B-1

















 


SCHEDULE C


 


DESCRIPTION OF PROPERTY


 


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


 


ROUTT COUNTY


 


Garcia
Tract


 


An
undivided 53.1% interest in and to:


 


ALL
THAT PART OF THE SE 1⁄4 SE 1⁄4 OF SECTION 8, TOWNSHIP 6 NORTH, RANGE 87
WEST OF THE 6TH P.M., LYING SOUTH OF THE SOUTHERLY RIGHT OF WAY LINE OF
U.S. HIGHWAY 40


 


Also
known by street and number as: 13955 U.S. Highway 40, Hayden, Colorado 81639


 


WELD COUNTY


 


Spindle
Hill 230 KV Substation


 


Lot 1A,
Johnson Farms/Spindle Hill Energy Minor Subdivision Plat Replat A,

recorded December 20, 2007 at Reception No. 3525047,

County of Weld,

State of Colorado.


 


C-1