-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CsC6IiEM5/keTd6HvombL+YZwcttRQRy0ZFQu85wI5S/twgvoG0LxL6vWmDMQ4Zk nS3eDt+Qbf9SoNp3TxDBEg== 0000081018-96-000033.txt : 19961027 0000081018-96-000033.hdr.sgml : 19961027 ACCESSION NUMBER: 0000081018-96-000033 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19961024 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF COLORADO CENTRAL INDEX KEY: 0000081018 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 840296600 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14727 FILM NUMBER: 96647260 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STE 300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035717511 MAIL ADDRESS: STREET 1: P O BOX 840 STE 300 CITY: DENVER STATE: CO ZIP: 80201 S-3 1 FORM S-3 FOR PUBLIC SERVICE COMPANY OF COLORADO Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ PUBLIC SERVICE COMPANY OF COLORADO (Exact name of registrant as specified in its charter) Colorado 84-0296600 (State or other jurisdiction of (I.R.S. employer) incorporation or organization) identification no.) 1225 17th Street Denver, Colorado 80202-5533 (303) 571-7511 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) R.C. Kelly Senior Vice President, Finance, Treasurer and Chief Financial Officer Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202-5533 (303) 571-7511 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________ Copies to: J.H. Newman E. Ellsworth McMeen, III Brown & Wood LLP LeBoeuf, Lamb, Greene & MacRae, L.L.P. One World Trade Center 125 West 55th Street New York, NY 10048 New York, New York 10019 _______________ Approximate date of commencement of proposed sale to the public: At such time or times after the effective date of this Registration Statement as the registrant shall determine based on market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ____________
CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Each Class of Amount to be Maximum Maximum Amount of Securities to be Register Registered Offering Aggregate Registration Price Offering Fee Per Unit (1) Price (1) - -------------------------------------------------------------------------------- First Collateral Trust Bonds (being one or more series of medium-term notes) . . $400,000,000 100% $400,000,000 $121,213 ================================================================================ (1) Estimated solely for the purpose of calculating the registration fee.
_________ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED OCTOBER 24, 1996 PROSPECTUS SUPPLEMENT (To Prospectus dated , 1996) $250,000,000 [LOGO] PUBLIC SERVICE COMPANY OF COLORADO Secured Medium-Term Notes, Series B (being a series of First Collateral Trust Bonds) Due From Nine Months To Thirty Years From Date of Issue ------------------ Public Service Company of Colorado (the "Company") may offer from time to time up to $250,000,000 aggregate principal amount of its Secured Medium-Term Notes, Series B (being a series of First Collateral Trust Bonds) (the "Notes"). Each Note will mature on a date from nine months to thirty years from its date of issue, as specified in the applicable pricing supplement hereto (each, a "Pricing Supplement"), and may be subject to redemption at the option of the Company or repayment at the option of the Holder thereof, in each case, in whole or in part, prior to its Stated Maturity, and may be subject to redemption pursuant to sinking fund or other mandatory redemption provisions, if specified in the applicable Pricing Supplement. The Notes will be issued in minimum denominations of $100,000 and any greater amount that is an integral multiple of $1,000. Each Note will bear interest at a fixed rate. Interest on each Note will accrue from its date of issue and, unless otherwise specified in the applicable Pricing Supplement, will be payable semiannually in arrears on February 1 and August 1 of each year and at Maturity. Notes may also be issued that do not bear any interest currently or that bear interest at a below market rate. The variable terms of each Note will be established by the Company on the date of issue of such Note and will be specified in the applicable Pricing Supplement. Interest rates and other terms of the Notes are subject to change by the Company, but no such change will affect any Note previously issued or as to which an offer to purchase has been accepted by the Company. Each Note will be issued in book-entry form (a "Book-Entry Note") or in fully registered certificated form (a "Certificated Note"), as specified in the applicable Pricing Supplement. Each Book-Entry Note will be represented by one or more fully registered global securities (the "Global Securities") deposited with or on behalf of The Depository Trust Company (or such other depositary identified in the applicable Pricing Supplement) (the "Depositary") and registered in the name of the Depositary or the Depositary's nominee. Interests in the Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary (with respect to its participants) and the Depositary's participants (with respect to beneficial owners). Except in limited circumstances, Book-Entry Notes will not be exchangeable for Certificated Notes. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ==============================================================+================= Price to Agents' Discounts Proceeds to Public(1) and Commissions(1)(2) Company (1)(3) - -------------------------------------------------------------------------------- Per Note........ 100% .125%-.750% 99.875%-99.250% - -------------------------------------------------------------------------------- Total .......... $250,000,000 $312,500-$1,875,000 $249,267,500-$247,705,000 ================================================================================ (1) Merrill Lynch & Co., Merill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the "Agents"), individually or in a syndicate, may purchase Notes, as principal, from the Company for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable Agent or, if so specified in the applicable Pricing Supplement, for resale at a fixed offering price. Unless otherwise specified in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale (as described below) of a Note of identical maturity. If requested by the Company and agreed to by an Agent, such Agent may utilize its reasonable efforts on an agency basis to solicit offers to purchase the Notes at 100% of the principal amount thereof, unless otherwise specified in the applicable Pricing Supplement. The Company will pay a commission to an Agent, ranging from .125% to .750% of the principal amount of a Note, depending upon its stated maturity, sold through an Agent. See "Plan of Distribution". (2) The Company has agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Plan of Distribution." (3) Before deducting expenses payable by the Company estimated at $421,213. --------------- The Notes are being offered on a continuing basis directly by the Company or by the Company to or through the Agents. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be listed on any securities exchange. There is no assurance that the Notes offered hereby will be sold or, if sold, that there will be a secondary market for the Notes or liquidity in the secondary market if one develops. The Company reserves the right to cancel or modify the offer made hereby without notice. The Company or an Agent, if it solicits the offer on an agency basis, may reject any offer to purchase Notes in whole or in part. See "Plan of Distribution". ------------------- Merrill Lynch & Co. Goldman, Sachs & Co. ------------------- The date of this Prospectus Supplement is ________, 1996. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. IN CONNECTION WITH AN OFFERING OF NOTES PURCHASED BY ONE OR MORE AGENTS AS PRINCIPAL ON A FIXED OFFERING PRICE BASIS, SUCH AGENT(S) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. -------------------- SUPPLEMENTAL DESCRIPTION OF THE NOTES The following description of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Notes set forth under "Description of the New Bonds" in the accompanying Prospectus, to which reference is hereby made. Certain capitalized terms used herein are defined under "Description of the New Bonds" in the accompanying Prospectus. General The Notes will be issued from time to time in an aggregate principal amount not to exceed $250,000,000, as a series of First Collateral Trust Bonds under the 1993 Mortgage. The Notes will be issued on the basis of Class A Bonds, which are to be issued under the 1939 Mortgage. See "Description of the New Bonds" in the accompanying Prospectus. The Notes will be issued in fully registered form only, without coupons. Each Note will be issued as a Book-Entry Note represented by one or more fully registered Global Securities or as a Certificated Note. Except as set forth herein under "Book-Entry Notes" or in any Pricing Supplement relating to specific Notes, the Notes will not be issuable as Certificated Notes. The authorized denominations of the Notes will be $100,000 and any greater amount that is an integral multiple of $1,000. Each Note will mature on a date from nine months to thirty years from its date of issue. Each Note may also be subject to redemption prior to Stated Maturity at the option of the Company or at the option of the Holder, and may be subject to redemption pursuant to sinking fund or other mandatory redemption provisions, all as may be set forth in the applicable Pricing Supplement. The Pricing Supplement relating to a Note will describe the following terms: (i) the price (expressed as a percentage of the aggregate principal amount thereof) at which such Note will be issued; (ii) the date on which such Note will be issued (the "Original Issue Date"); (iii) the date on which such Note will mature (the "Stated Maturity"); (iv) the rate per annum at which such Note will bear interest; (v) whether such Note may be redeemed at the option of the Company prior to Stated Maturity as described under "Redemption at the Option of the Company" below and, if so, the provisions relating to such redemption; (vi) the obligation of the Company to redeem such Note pursuant to any sinking fund or other mandatory redemption provisions applicable to such Note; (vii) any provisions for the repayment of such Note at the option of the Holder as described under "Repayment at the Option of the Holder" below; and (vii) any other special terms of such Notes. Interest rates offered by the Company with respect to the Notes may differ depending upon, among other factors, the aggregate principal amount of Notes purchased in any single transaction. Notes with different variable terms other than interest rates may also be offered concurrently to different investors. Interest rates and other terms of Notes are subject to change by the Company from time to time, but no such change will affect any Note previously issued or as to which an offer to purchase has been accepted by the Company. Payment of Principal and Interest Each Note will bear interest, computed on the basis of a 360-day year consisting of twelve 30-day months, from its Original Issue Date at the rate per annum stated on the face thereof and in the applicable Pricing Supplement until the principal amount thereof is paid or duly made available for payment. Interest on each Note S-2 will be payable semiannually in arrears on February 1 and August 1 in each year, or such other dates as may be specified in the applicable Pricing Supplement (each such date being hereinafter called an "Interest Payment Date") and at maturity (whether at Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise, hereinafter "Maturity"). Unless otherwise specified in the applicable Pricing Supplement, interest payments will be made in an amount equal to the interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly made available for payment (or from and including the Original Issue Date, if no interest has been paid or duly made available for payment) to but excluding the applicable Interest Payment Date or the Stated Maturity, as the case may be. Payments of interest on the Notes (other than interest payable at Maturity) will be made, except as provided below, by check mailed to the Holders of such Notes as of the Record Date (as hereinafter defined) next preceding each Interest Payment Date, except that (a) in the case of Global Securities representing Book-Entry Notes, such payment will be made in accordance with arrangements then in effect among the Company, the 1993 Mortgage Trustee and the Depository, (b) if the Original Issue Date of a Note is after a Record Date and before the corresponding Interest Payment Date, the first payment of interest on such Note will be made on the next succeeding Interest Payment Date to the Holder of such Note on the Record Date with respect to such succeeding Interest Payment Date and (c) if the Company defaults in the payment of the interest due on any Note on any Interest Payment Date, such defaulted interest will be payable to the Holder of such Note as of a Special Record Date fixed by the 1993 Mortgage Trustee, which shall be not more than 30 days and not less than 10 days prior to the date of payment of such defaulted interest, or payable to the Holder in such other manner as permitted by the 1993 Mortgage. See "Book-Entry Notes". Unless otherwise specified in the applicable Pricing Supplement, the "Record Date" with respect to each Interest Payment Date will be the January 15 or July 15, as the case may be, next preceding such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, the principal of, premium, if any, and interest on any Note payable at Maturity will be paid upon surrender thereof at the office of the 1993 Mortgage Trustee. If the date of making any payment with respect to a Note is not a Business Day, such payment may be made on the next succeeding Business Day, and if payment is made or duly provided for on such succeeding Business Day no interest shall accrue for the period from and after such Interest Payment Date. "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 are generally authorized or required by law, regulation or executive order to remain closed. Redemption at the Option of the Company Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Notes will be redeemable at the option of the Company prior to Stated Maturity only if an Initial Redemption Date is specified in the applicable Pricing Supplement. If so specified, the Notes will be subject to redemption at the option of the Company on any date on and after the applicable Initial Redemption Date in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount thereof shall be at least $100,000), at the applicable Redemption Price (as hereinafter defined), together with unpaid interest accrued thereon to the date of redemption, on written notice given to the Holders thereof not more than 60 nor less than 30 calendar days prior to the date of redemption and in accordance with the provisions of the 1993 Mortgage. "Redemption Price", with respect to a Note, means an amount equal to the Initial Redemption Percentage specified in the applicable Pricing Supplement (as adjusted by the Annual Redemption Percentage Reduction, if applicable) multiplied by the unpaid principal amount to be redeemed. The Initial Redemption Percentage, if any, applicable to a Note shall decline at each anniversary of the Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the Redemption Price is equal to 100% of the unpaid principal amount to be redeemed. S-3 Repayment at the Option of the Holder The Notes will be repayable by the Company at the option of the Holders thereof prior to the Stated Maturity thereof only if one or more Optional Repayment Dates are specified in the applicable Pricing Supplement. If so specified, the Notes will be subject to repayment at the option of the Holders thereof on any Optional Repayment Date in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount thereof shall be at least $100,000), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date of repayment. For any Note to be repaid, such Note must be received, together with the form thereon entitled "Option to Elect Repayment" duly completed, at the office of the 1993 Mortgage Trustee, not more than 60 nor less than 30 calendar days prior to the date of repayment. Exercise of such repayment option by the Holder will be irrevocable. Only the Depositary may exercise the repayment option in respect of Global Securities representing Book- Entry Notes. Accordingly, Beneficial Owners (as hereinafter defined) of Global Securities that desire to have all or any portion of the Book-Entry Notes represented by such Global Securities repaid must instruct the Participant (as hereinafter defined) through which they own their interest to direct the Depositary to exercise the repayment option on their behalf by delivering the related Global Security and duly completed election form to the 1993 Mortgage Trustee as aforesaid. In order to ensure that such Global Security and election form are received by the 1993 Mortgage Trustee on a particular day, the applicable Beneficial Owner must so instruct the Participant through which it owns its interest before such Participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, Beneficial Owners should consult the Participants through which they own their interest for the respective deadlines for such Participants. All instructions given to Participants from Beneficial Owners of Global Securities relating to the option to elect repayment shall be irrevocable. In addition, at the time such instructions are given, each such Beneficial Owner shall cause the Participant through which it owns its interest to transfer such Beneficial Owner's interest in the Global Security or Securities representing the related Book-Entry Notes, on the Depositary's records, to the 1993 Mortgage Trustee. See "Book-Entry Notes". If applicable, the Company will comply with the requirements of Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, and any other securities laws or regulations in connection with any such repayment. The Company may at any time purchase Notes at any price or prices in the open market or otherwise. Notes so purchased by the Company may, at the discretion of the Company, be held, resold or surrendered to the Trustee for cancellation. Book-Entry Notes The Company has established a depositary arrangement with The Depository Trust Company with respect to the Book-Entry Notes, the terms of which are summarized below. Any additional or differing terms of the depositary arrangement with respect to the Book-Entry Notes will be described in the applicable Pricing Supplement. Upon issuance, all Book-Entry Notes of like tenor and terms up to $200,000,000 aggregate principal amount will be represented by a single Global Security. Each Global Security representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a nominee of the Depositary. No Global Security may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. So long as the Depositary or its nominee is the registered owner of a Global Security, the Depositary or its nominee, as the case may be, will be the sole Holder of the Book-Entry Notes represented thereby for all purposes under the 1993 Mortgage. Except as otherwise provided below, the Beneficial Owners of the Global Security or Securities representing Book-Entry Notes will not be entitled to receive physical delivery of Certificated Notes and will not be considered the Holders thereof for any purpose under the 1993 Mortgage, and no Global S-4 Security representing Book-Entry Notes shall be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary and, if such Beneficial Owner is not a Participant, on the procedures of the Participant through which such Beneficial Owner owns its interest in order to exercise any rights of a Holder under such Global Security or the 1993 Mortgage. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and laws may impair the ability to transfer beneficial interests in a Global Security representing Book-Entry Notes. Unless otherwise specified in the applicable Pricing Supplement, each Global Security representing Book-Entry Notes will be exchangeable for Certificated Notes of like tenor and terms and of differing authorized denominations in a like aggregate principal amount, only if (i) the Depositary notifies the Company and the 1993 Mortgage Trustee that it is unwilling or unable to continue as Depositary for the Global Securities or the Company becomes aware that the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in any such case, the Company shall not have appointed a successor to the Depositary within 90 days thereafter, (ii) the Company, in its sole discretion, determines that the Global Securities shall be exchangeable for Certificated Notes or (iii) an Event of Default shall have occurred and be continuing with respect to the Notes under the 1993 Mortgage, the 1993 Mortgage Trustee shall have given notice thereof to the Holders, and there shall have been delivered to the Company and the 1993 Mortgage Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of the Global Securities will be materially impaired unless such owners become Holders of Certificated Notes. Upon any such exchange, the Certificated Notes shall be registered in the names of the Beneficial Owners of the Global Security or Securities representing Book-Entry Notes, which names shall be provided by the Depositary's relevant Participants (as identified by the Depositary) to the 1993 Mortgage Trustee. The following is based on information furnished by the Depositary: The Depositary will act as securities depository for the Book-Entry Notes. The Book-Entry Notes will be issued as fully registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee). One fully registered Global Security will be issued for each issue of Book-Entry Notes, each in the aggregate principal amount of such issue, and will be deposited with the Depositary. If, however, the aggregate principal amount of any issue exceeds $200,000,000, one Global Security will be issued with respect to each $200,000,000 of principal amount and an additional Global Security will be issued with respect to any remaining principal amount of such issue. The Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its participants ("Participants") deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants of the Depositary ("Direct Participants") include securities brokers and dealers (including the Agents), banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the Depositary's system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to the Depositary and its Participants are on file with the Securities and Exchange Commission. Purchases of Book-Entry Notes under the Depositary's system must be made by or through Direct Participants, which will receive a credit for such Book-Entry Notes on the Depositary's records. The ownership interest of each actual purchaser of each Book-Entry Note represented by a Global Security ("Beneficial Owner") is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from the Depositary of their S-5 purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in a Global Security representing Book-Entry Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of a Global Security representing Book-Entry Notes will not receive Certificated Notes representing their ownership interests therein, except in the event that use of the book-entry system for such Book-Entry Notes is discontinued. To facilitate subsequent transfers, all Global Securities representing Book-Entry Notes which are deposited with, or on behalf of, the Depositary are registered in the name of the Depositary's nominee, Cede & Co. The deposit of Global Securities with, or on behalf of, the Depositary and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Global Securities representing the Book-Entry Notes; the Depositary's records reflect only the identity of the Direct Participants to whose accounts such Book-Entry Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither the Depositary nor Cede & Co. will consent or vote with respect to the Global Securities representing the Book-Entry Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to the Company as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Book-Entry Notes are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and/or interest, if any, payments on the Global Securities representing the Book-Entry Notes will be made in immediately available funds to the Depositary. The Depositary's practice is to credit Direct Participants' accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary's records unless the Depositary has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such Participant and not of the Depositary, the 1993 Mortgage Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and/or interest, if any, to the Depositary is the responsibility of the Company and the 1993 Mortgage Trustee, disbursement of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants. If applicable, redemption notices shall be sent to Cede & Co. If less than all of the Book-Entry Notes of like tenor and terms are being redeemed, the Depositary's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. A Beneficial Owner shall give notice of any option to elect to have its Book-Entry Notes repaid by the Company, through its Participant, to the 1993 Mortgage Trustee, and shall effect delivery of such Book-Entry Notes by causing the Direct Participant to transfer the Participant's interest in the Global Security or Securities representing such Book-Entry Notes, on the Depositary's records, to the 1993 Mortgage Trustee. The requirement for physical delivery of Book-Entry Notes in connection with a demand for repayment will be deemed satisfied when the ownership rights in the Global Security or Securities representing such Book-Entry Notes are transferred by Direct Participants on the Depositary's records. S-6 The Depositary may discontinue providing its services as securities depository with respect to the Book-Entry Notes at any time by giving reasonable notice to the Company or the 1993 Mortgage Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Certificated Notes are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depository). In that event, Certificated Notes will be printed and delivered. The information in this section concerning the Depositary and the Depositary's system has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof. None of the Company, the 1993 Mortgage Trustee or any agent for payment on or registration of transfer or exchange of the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in such Global Note or for maintaining, supervising or reviewing any records relating to such beneficial interests. S-7 PLAN OF DISTRIBUTION The Notes are being offered on a continuing basis for sale directly by the Company or by the Company to or through Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the "Agents"). The Agents, individually or in a syndicate, may purchase Notes, as principal, from the Company from time to time for resale to investors and other purchasers at varying prices relating to prevailing market prices at the time of resale as determined by the applicable Agent or, if so specified in the applicable Pricing Supplement, for resale at a fixed offering price. If agreed to by the Company and an Agent, such Agent may also utilize its reasonable efforts on an agency basis to solicit offers to purchase the Notes at 100% of the principal amount thereof, unless otherwise specified in the applicable Pricing Supplement. The Company will pay a commission to an Agent, ranging from .125% to .750% of the principal amount of each Note, depending upon its stated maturity, sold through such Agent as an agent of the Company. Unless otherwise specified in the applicable Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage of the principal amount equal to the commission applicable to an agency sale of a Note of identical maturity. An Agent may sell Notes it has purchased from the Company as principal to certain dealers less a concession equal to all or any portion of the discount received in connection with such purchase. Such Agent may allow, and such dealers may reallow, a discount to certain other dealers. After the initial offering of Notes, the offering price (in the case of Notes to be resold on a fixed offering price basis), the concession and the reallowance may be changed. The Company reserves the right to withdraw, cancel or modify the offer made hereby without notice and may reject offers in whole or in part (whether placed directly with the Company or through an Agent). Each Agent will have the right, in its discretion reasonably exercised, to reject in whole or in part any offer to purchase Notes received by it on an agency basis. Unless otherwise specified in the applicable Pricing Supplement, payment of the purchase price of the Notes will be required to be made in immediately available funds in The City of New York on the date of settlement. Upon issuance, the Notes will not have an established trading market. The Notes will not be listed on any securities exchange. The Agents may from time to time purchase and sell Notes in the secondary market, but the Agents are not obligated to do so, and there can be no assurance that there will be a secondary market for the Notes or that there will be liquidity in the secondary market if one develops. From time to time, the Agents may make a market in the Notes, but the Agents are not obligated to do so and may discontinue any market-making activity at any time. The Agents may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Company has agreed to indemnify the Agents against certain liabilities (including liabilities under the Securities Act). The Company has agreed to reimburse the Agents for certain other expenses. In the ordinary course of its business, the Agents and their affiliates have engaged and may in the future engage in investment and commercial banking transactions with the Company and certain of its affiliates. S-8 SUBJECT TO COMPLETION, DATED OCTOBER 24, 1996 PROSPECTUS $400,000,000 [Logo] FIRST COLLATERAL TRUST BONDS PUBLIC SERVICE COMPANY OF COLORADO --------------- Public Service Company of Colorado (the "Company") intends to offer from time to time up to $400,000,000 aggregate principal amount of its First Collateral Trust Bonds in one or more series of medium-term notes (the "New Bonds"), on terms to be determined at the time or times of sale. For each offering of the New Bonds for which this Prospectus is being delivered, there will be an accompanying Prospectus Supplement (each a "Prospectus Supplement") that will set forth where applicable, with respect to the New Bonds, the series designation, the aggregate principal amount of the series, the maturity date or dates, the interest rate or rates and times of payment of interest, the provisions for redemption, if any, and other provisions, together with the initial public offering price and the terms of offering of such New Bonds. The New Bonds may be sold by the Company through underwriters or dealers, directly by the Company or through agents for offering pursuant to the terms fixed at the time of sale. See "PLAN OF DISTRIBUTION" herein. --------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is ________ __, 1996. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") and the New York, Chicago and Pacific Stock Exchanges. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., and at the following regional offices of the SEC: New York Regional Office, 13th Floor, Seven World Trade Center, New York, New York, and the Chicago Regional Office, 14th Floor, 500 West Madison Street, Chicago, Illinois. Copies of this material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or from the SEC's Web site at "http://www.gov". Certain of the Company's securities are listed on the New York, Chicago and Pacific Stock Exchanges and such reports, proxy statements and other information can also be inspected and copied at the offices of the New York Stock Exchange, located on the 7th Floor, 20 Broad Street, New York, New York; the Chicago Stock Exchange, located on the 12th Floor, 440 South LaSalle Street, Chicago, Illinois; and the Pacific Stock Exchange, located at 301 Pine Street, San Francisco, California. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates herein by reference the following documents which have been filed by the Company with the SEC pursuant to the Exchange Act: 1. Annual Report on Form 10-K for the year ended December 31, 1995. 2. Quarterly Report on Form 10-Q for the quarter ending March 31, 1996. 3. Quarterly Report on Form 10-Q for the quarter ending June 30, 1996. 4. Current Reports on Form 8-K dated January 18, 1996, January 31, 1996 and May 21, 1996. All documents filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of the offering made hereby shall be deemed to be incorporated herein by reference and to be a part hereof from the respective dates of filing thereof. The documents incorporated or deemed to be incorporated herein by reference are sometimes hereinafter called the "Incorporated Documents". Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any Prospectus Supplement or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 The Company will provide without charge to each person to whom this Prospectus is delivered, upon the request of any such person, a copy of any or all of the Incorporated Documents, excluding the exhibits thereto unless such exhibits are specifically incorporated by reference into such documents. Requests for such documents should be directed to Richard C. Kelly, Senior Vice President, Finance, Treasurer and Chief Financial Officer, by mail at 1225 17th Street, Suite 900, Denver, Colorado 80202-5533, or by telephone at (303) 571-7511. THE COMPANY The Company, incorporated through merger of predecessors under the laws of the State of Colorado in 1924, is an operating public utility engaged, together with its subsidiaries, principally in the generation, purchase, transmission, distribution and sale of electricity and in the purchase, transmission, distribution, sale and transportation of natural gas, with the Company's principal distribution center being the Denver metropolitan area. The Company's executive offices are located at 1225 17th Street, Denver, Colorado 80202-5533, where the telephone number is (303) 571-7511. The Incorporated Documents contain information with respect to the proposed mergers of two wholly-owned subsidiaries of New Century Energies, Inc. ("New Century"), a newly formed holding company, into the Company and Southwestern Public Service Company ("SPS"), respectively. As a result, New Century would become the holding company for the Company and SPS, but the transaction would not affect the outstanding debt of the Company or the New Bonds offered hereby. The transaction would result in the common shareholders of the Company owning approximately 62% of the common equity of New Century and the common shareholders of SPS owning approximately 38% of the common equity of New Century. The transaction is subject to customary closing conditions, including, without limitation, the receipt of all necessary governmental approvals and the making of all necessary governmental filings. Furthermore, the merger agreement may be terminated under certain circumstances, including, without limitation, by mutual written consent of the Boards of Directors of the Company and SPS. Following the transaction, New Century will maintain its corporate offices in Denver, Colorado and significant operating offices in Amarillo, Texas. The headquarters of the Company and SPS will remain in their current locations, and each of the Company and SPS will continue their existing utility operations. 3
RATIO OF CONSOLIDATED EARNINGS TO CONSOLIDATED FIXED CHARGES Twelve Months Ended Six Months December 31, Ended June 30, 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- Ratio of consolidated 2.94 2.43 2.54 2.53 2.78 2.95 earnings to consolidated fixed charges
APPLICATION OF PROCEEDS Except as may be otherwise provided in the applicable Prospectus Supplement or any supplement thereto, the net proceeds from the sale of the New Bonds will be used to refinance matured or maturing debt incurred to fund defueling expenses of the Company's Fort St. Vrain Nuclear Generating Station, to fund the Company's construction program and for other general corporate purposes. DESCRIPTION OF THE NEW BONDS General: The New Bonds will be issued in one or more series as fully registered bonds, without coupons, under an Indenture, dated as of October 1, 1993 (the "Original 1993 Mortgage"), between the Company and First Trust of New York, National Association, as successor trustee (together with any further successor thereto, the "1993 Mortgage Trustee"). The Original 1993 Mortgage, as supplemented and to be supplemented by various supplemental indentures, including one or more supplemental indentures relating to the New Bonds, is hereinafter referred to as the "1993 Mortgage". The summaries under this heading do not purport to be complete and are subject to, and qualified in their entirety by, the detailed provisions of the 1993 Mortgage. Capitalized terms used under this heading which are not otherwise defined in this Prospectus shall have the meanings ascribed thereto in the 1993 Mortgage. Wherever particular provisions of the 1993 Mortgage or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made herein and such statements are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to article and section numbers of the Original 1993 Mortgage. The 1993 Mortgage provides that, in addition to the New Bonds, other debt securities may be issued thereunder, without limitation as to the aggregate principal amount, on the basis of Class A Bonds (as hereinafter defined), property additions, retired Mortgage Securities (as hereinafter defined) and cash. (See "Issuance of Additional Mortgage Securities".) The New Bonds and all other debt securities heretofore or hereafter issued under the 1993 Mortgage are collectively referred to herein as the "Mortgage Securities" or the "Bonds". 4 Reference is made to the Prospectus Supplement and any supplement thereto for a description of the following terms of the series of New Bonds in respect of which this Prospectus is being delivered: (i) the title of such New Bonds; (ii) the aggregate principal amount of such New Bonds; (iii) the price (expressed as a percentage of principal amount) at which such New Bonds will be issued; (iv) the date or dates on which the principal of such New Bonds is payable; (v) the rate or rates at which such New Bonds will bear interest, the date or dates from which such interest will accrue, the dates on which such interest will be payable ("Interest Payment Dates"), and the regular record dates for the interest payable on such Interest Payment Dates; (vi) the option, if any, of the Company to redeem such New Bonds and the period or periods within which, or the date or dates on which, the prices at which and the terms and conditions upon which, such New Bonds may be redeemed, in whole or in part, upon the exercise of such option; (vii) the obligation, if any, of the Company to redeem or purchase such New Bonds at the option of the registered holder or pursuant to any sinking fund or analogous provisions and the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which such New Bonds will be redeemed or purchased, in whole or in part, pursuant to such obligation; (viii) the denominations in which such New Bonds will be issuable, if other than $1,000 and integral multiples thereof; (ix) whether such New Bonds are to be issued in whole or in part in book-entry form and represented by one or more global New Bonds and, if so, the identity of the depositary for such global New Bonds; and (x) any other terms of such New Bonds, including with respect to any series, if applicable, any consents to modifications or waivers of covenants in the 1993 Mortgage or the 1939 Mortgage (as defined below) Payment of Bonds; Transfers; Exchanges: Except as may be provided in the applicable Prospectus Supplement or any supplement thereto, interest, if any, on each Bond payable on each Interest Payment Date will be paid to the person in whose name such Bond is registered (the registered holder of any Mortgage Security being hereinafter called a "Holder") as of the close of business on the regular record date relating to such Interest Payment Date; provided, however, that interest payable at maturity (whether at stated maturity, upon redemption or otherwise, hereinafter "Maturity") will be paid to the person to whom principal is paid at Maturity. However, if there has been a default in the payment of interest on any Bond, such defaulted interest may be payable to the Holder of such Bond as of the close of business on a date selected by the Trustee which is not more than 30 days and not less than 10 days prior to the date proposed by the Company for payment of such defaulted interest or in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bond may be listed, if the Trustee deems such manner of payment practicable. (See Section 307.) Unless otherwise specified in a Prospectus Supplement or supplement thereto, the principal of and premium, if any, and interest on the Bonds due at Maturity will be payable upon presentation of the Bonds at the corporate trust office of First Trust of New York, National Association, in New York, New York, as Paying Agent for the Company. The Company may change the Place of Payment on the Bonds, may appoint one or more additional Paying Agents (including the Company) and may remove any Paying Agent, all 5 at its discretion. (See Section 602 and Article 1 of the Supplemental Indenture(s) relating to the New Bonds.) Unless otherwise specified in a Prospectus Supplement or supplement thereto, the transfer of Bonds may be registered, and Bonds may be exchanged for other Bonds of the same series and tranche, of authorized denominations and of like tenor and aggregate principal amount, at the corporate trust office of First Trust of New York, National Association, in New York, New York, as Security Registrar for the Bonds. The Company may change the place for registration of transfer and exchange of the Bonds, and may designate one or more additional places for such registration and exchange, all at its discretion. (See Section 602.) Except as otherwise provided in the applicable Prospectus Supplement or a supplement thereto, no service charge will be made for any transfer or exchange of the Bonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the Bonds. The Company will not be required to execute or to provide for the registration of transfer of or the exchange of (a) any Bond during a period of 15 days prior to giving any notice of redemption or (b) any Bond selected for redemption in whole or in part, except the unredeemed portion of any Bond being redeemed in part. (See Section 305.) Redemption: Any terms for the optional or mandatory redemption of New Bonds will be set forth in the Prospectus Supplement or a supplement thereto. Except as shall otherwise be provided in the applicable Prospectus Supplement or a supplement thereto with respect to Bonds redeemable at the option of the Holder, Bonds will be redeemable only upon notice by mail not less than 30 nor more than 60 days prior to the date fixed for redemption, and, if less than all the Bonds of a series, or any tranche thereof, are to be redeemed, the particular Bonds to be redeemed will be selected by such method as shall be provided for any particular series, or in the absence of any such provision, by such method of random selection as the Security Registrar deems fair and appropriate. (See Sections 503 and 504.) Any notice of redemption at the option of the Company may state that such redemption will be conditional upon receipt by the Paying Agent or Agents, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Bonds and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Bonds. (See Section 504.) While the Original 1993 Mortgage contains provisions for the maintenance of the Mortgaged Property, it does not contain any provisions for a maintenance or sinking fund and, except as may be provided in the applicable Prospectus Supplement or a supplement thereto, there will be no provisions for any such funds for the New Bonds. 6 Security: General. Except as discussed under this heading and under "Issuance of Additional Mortgage Securities" below, all Mortgage Securities now or hereafter issued under the 1993 Mortgage will be secured, equally and ratably, primarily by (a) an equal principal amount of first mortgage bonds (which need not bear interest) issued under the Company's Indenture, dated as of December 1, 1939 (the "Original 1939 Mortgage"), between the Company and First Trust of New York, National Association, as successor trustee (together with any further successor thereto, the "1939 Mortgage Trustee"), and delivered to the Trustee under the 1993 Mortgage (the Original 1939 Mortgage, as amended and supplemented, being hereinafter called the "1939 Mortgage"). As discussed under "DESCRIPTION OF THE 1939 MORTGAGE--Security", the 1939 Mortgage constitutes, subject to certain exceptions, a first mortgage lien on substantially all properties of the Company; and (b) the lien of the 1993 Mortgage on substantially all of the Company's properties used or to be used in or in connection with the business of generating, purchasing, transmitting, distributing and/or selling electric energy (the "Electric Utility Business"), which lien is junior to the lien of the 1939 Mortgage. As discussed below under "Class A Bonds", following a merger or consolidation of another corporation into the Company or the transfer to the Company of property subject to the lien of an existing mortgage and the assumption by the Company of all the obligations of the mortgagor under such mortgage, the Company could deliver to the 1993 Mortgage Trustee bonds issued under a mortgage existing on the properties acquired in such transaction in lieu of or in addition to bonds issued under the 1939 Mortgage. In such event, the Mortgage Securities would be secured, additionally, by such bonds and by the lien of the 1993 Mortgage on such properties, which would be junior to the liens of such existing mortgage and the 1939 Mortgage on such properties. The 1939 Mortgage and all such other mortgages are hereinafter collectively referred to as "Class A Mortgages", and all bonds issued under the Class A Mortgages and delivered to the 1993 Mortgage Trustee are hereinafter collectively referred to as "Class A Bonds". If and when no Class A Mortgages are in effect, the 1993 Mortgage will constitute a first mortgage lien on all property of the Company subject thereto, subject to certain Permitted Liens (as discussed below under "Lien of the 1993 Mortgage.") As discussed below under "Class A Bonds", at the date of this Prospectus the only Class A Mortgage is the 1939 Mortgage. The Company currently believes that it is possible that, prior to the Stated Maturity of the New Bonds, all Class A Bonds outstanding under the 1939 Mortgage, other than Class A Bonds delivered to and held by the 1993 Mortgage Trustee as the basis of authentication and delivery of Mortgage Securities, may have been paid, redeemed or otherwise retired and that, thereupon, the Class A Bonds issued under the 1939 Mortgage would be surrendered for cancellation and the 1939 Mortgage would be discharged. Upon discharge of the 1939 Mortgage and assuming no other Class A Mortgage exists at the time, the 1993 Mortgage would become a first mortgage lien on all property of the Company subject thereto, subject to certain Permitted Liens. 7 Class A Bonds. Class A Bonds issued as the basis for the authentication and delivery of Mortgage Securities will be issued and delivered to, and registered in the name of, the 1993 Mortgage Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee, subject to the provisions of the 1993 Mortgage, for the benefit of the Holders of all Mortgage Securities Outstanding from time to time, and the Company will have no interest in such Class A Bonds. Class A Bonds issued as the basis of authentication and delivery of Mortgage Securities (a) will mature or be subject to mandatory redemption on the same dates, and in the same principal amounts, as such Mortgage Securities and (b) will contain, in addition to any mandatory redemption provisions applicable to all Class A Bonds Outstanding under the related Class A Mortgage, mandatory redemption provisions correlative to provisions for mandatory redemption of such Mortgage Securities (pursuant to a sinking fund or otherwise), or for redemption at the option of the Holder of such Mortgage Securities. Class A Bonds issued as the basis for authentication and delivery of a series or tranche of Mortgage Securities (x) may, but need not, bear interest, any such interest to be payable at the same times as interest on the Mortgage Securities of such series or tranche and (y) may, but need not, contain provisions for the redemption thereof at the option of the Company, any such redemption to be made at a redemption price or prices not less than the principal amount of such Class A Bonds. (See Sections 402 and 701.) To the extent that Class A Bonds issued as the basis for the authentication and delivery of New Bonds do not bear interest, holders of Mortgage Securities will not have the benefit of the lien of the 1939 Mortgage in respect of an amount equal to accrued interest, if any, on such New Bonds; however, such holders will nevertheless have the benefit of the lien of the 1993 Mortgage in respect of such amount. Any payment by the Company of principal of, or premium or interest on, the Class A Bonds held by the 1993 Mortgage Trustee will be applied by the 1993 Mortgage Trustee to the payment of any principal, premium or interest, as the case may be, in respect of the Mortgage Securities which is then due and, to the extent of such application, the obligation of the Company under the 1993 Mortgage to make such payment in respect of the Mortgage Securities will be deemed satisfied and discharged. If, at the time of any such payment of principal of Class A Bonds, there shall be no principal then due in respect of the Mortgage Securities, such payment in respect of the Class A Bonds will be deemed to constitute Funded Cash and will be held by the 1993 Mortgage Trustee as part of the Mortgaged Property, to be withdrawn, used or applied as provided in the 1993 Mortgage; and thereafter the Mortgage Securities authenticated and delivered on the basis of such Class A Bonds will, to the extent of such payment of principal, be deemed to have been authenticated and delivered on the basis of the deposit of cash. If, at the time of any such payment of premium or interest on Class A Bonds, there shall be no premium or interest, as the case may be, then due in respect of the Mortgage Securities, such payment will be remitted to the Company at its request; provided, however, that, if an Event of Default, as described below, shall have occurred and be continuing, such payment shall be held as part of the Mortgaged Property until such Event of Default shall have been cured or waived. (See Section 702 and "Withdrawal of Cash" below.) Any payment by the Company of principal of, or premium or interest on, Mortgage Securities authenticated and delivered on the basis of the issuance and delivery to the 1993 Mortgage Trustee of Class A Bonds (other 8 than by application of the proceeds of a payment in respect of such Class A Bonds) will, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal, premium or interest, as the case may be, in respect of such Class A Bonds which is then due. (See Section 702 and Article One of the Supplemental Indenture(s) to the 1939 Mortgage creating the Class A Bonds to be delivered in connection with the issuance of the New Bonds.) The 1993 Mortgage Trustee may not sell, assign or otherwise transfer any Class A Bonds except to a successor trustee under the 1993 Mortgage. (See Section 704.) At the time any Mortgage Securities of any series or tranche, which have been authenticated and delivered upon the basis of the issuance and delivery to the 1993 Mortgage Trustee of Class A Bonds, cease to be Outstanding (other than as a result of the application of the proceeds of the payment or redemption of such Class A Bonds), the 1993 Mortgage Trustee will surrender to or upon the order of the Company an equal principal amount of such Class A Bonds. (See Section 703.) At the date of this Prospectus, the only Class A Mortgage is the 1939 Mortgage and the only Class A Bonds issuable at this time are first mortgage bonds issuable thereunder. The 1993 Mortgage provides that, in the event that a corporation which was a mortgagor under an existing mortgage has merged into or consolidated with the Company, or a corporation has conveyed or otherwise transferred property to the Company subject to the lien of an existing mortgage and the Company has assumed all the obligations of the mortgagor under such existing mortgage, and in either case such existing mortgage constitutes a lien on properties of such other corporation or on such transferred properties, as the case may be, prior to the lien of the 1993 Mortgage, such existing mortgage may be designated by the Company as an additional Class A Mortgage. Bonds thereafter issued under such additional mortgage would be Class A Bonds and could provide the basis for the authentication and delivery of Mortgage Securities under the 1993 Mortgage. (See Section 706.) When no Class A Bonds are Outstanding under a Class A Mortgage except for Class A Bonds held by the 1993 Mortgage Trustee, then, at the request of the Company and subject to satisfaction of certain conditions, the 1993 Mortgage Trustee will surrender such Class A Bonds for cancellation and the related Class A Mortgage will be satisfied and discharged, the lien of such Class A Mortgage on the Company's property will cease to exist and the priority of the lien of the 1993 Mortgage will be increased accordingly. (See Section 707.) The 1993 Mortgage contains no restrictions on the issuance of Class A Bonds in addition to Class A Bonds issued to the 1993 Mortgage Trustee as the basis for the authentication and delivery of Mortgage Securities. Class A Bonds may currently be issued under the 1939 Mortgage on the basis of property additions, retirements of bonds previously issued under the 1939 Mortgage and cash deposited with the 1939 Mortgage Trustee. (See "DESCRIPTION OF THE 1939 MORTGAGE -- Issuance of Additional Bonds Under the 1939 Mortgage".) 9 Lien of the 1993 Mortgage. In the opinion of counsel for the Company (see "EXPERTS") based on information obtained from public records and from the Company, the 1993 Mortgage constitutes a mortgage lien on the property specifically or generally described or referred to therein as subject to the lien thereof, except such property as may have been disposed of or released from the lien thereof in accordance with the terms thereof, subject to no liens prior to the lien of the 1993 Mortgage other than the lien of the 1939 Mortgage (so long as the 1939 Mortgage remains in effect), the liens of any other Class A Mortgages and Permitted Liens; and the 1993 Mortgage effectively subjects to the lien thereof property (other than excepted property) acquired by the Company after the date of the execution and delivery thereof to the extent, and subject to the qualifications, hereinafter described. So long as the 1939 Mortgage is in effect, the New Bonds will have the benefit of the first mortgage lien of the 1939 Mortgage on such property, and the benefit of the prior lien of any additional Class A Mortgage on any property subject thereto, to the extent of the aggregate principal amount of Class A Bonds issued under the respective Class A Mortgages and held by the 1993 Mortgage Trustee for the benefit of holders of First Collateral Trust Bonds, including the New Bonds. The properties subject to the lien of the 1993 Mortgage, whether currently owned or hereafter acquired, are the Company's properties used or to be used in or in connection with the Electric Utility Business (whether or not such is the sole use of such properties). Properties relating to the Company's gas and steam businesses are not subject to the lien of the 1993 Mortgage. The lien of the 1993 Mortgage is subject to Permitted Liens which include, among other things, tax liens and other governmental charges which are not delinquent or which are being contested in good faith; certain workmen's, materialmen's and other liens; certain judgment liens and attachments; certain easements, leases, reservations or other rights of others (including governmental entities) in, on, over, and/or across, and laws, regulations and restrictions affecting, and defects, irregularities, exceptions and limitations in title to, certain property of the Company; certain leasehold interests; certain rights and interests of others which relate to common ownership or joint use of property and liens on the interests of others in such property; certain non-exclusive rights and interests retained by the Company with respect to property used or to be used in or in connection with both the businesses in which the Mortgaged Property is used and any other businesses; and certain other liens and encumbrances. (See Granting Clauses and Section 101.) There are excepted from the lien of the 1993 Mortgage, among other things, cash and securities not paid or delivered to, deposited with or held by the 1993 Mortgage Trustee under the 1993 Mortgage; contracts, leases and other agreements of all kinds, contract rights, bills, notes and other instruments, accounts receivable, claims, governmental and other permits, allowances and franchises, certain intellectual property rights and other intangibles; automobiles, other vehicles, movable equipment and aircraft; all goods, stock in trade, wares and merchandise held for sale or lease in the ordinary course of business; materials, supplies and other personal property consumable in the operation of the Mortgaged Property; fuel, including nuclear fuel, whether or not consumable in the operation of the Mortgaged Property; all furniture and furnishings; computers, machinery and telecommunication and other equipment used exclusively for corporate administrative 10 or clerical purposes; coal, ore, gas, oil and other minerals and timber, and all rights and interests in any such minerals or timber, whether or not such minerals or timber have been mined or extracted from the land; electric energy, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or otherwise acquired by the Company; leasehold interests held by the Company as lessee; and all property that is located outside of the State of Colorado. (See "Excepted Property".) Without the consent of the Holders, the Company and the 1993 Mortgage Trustee may enter into supplemental indentures in order to subject to the lien of the 1993 Mortgage additional property, whether or not used or to be used in or in connection with the Electric Utility Business (including property which would otherwise be excepted from such lien). (See Section 1401.) Such property would thereupon constitute Property Additions (so long as it would otherwise qualify as Property Additions as described below) and be available as a basis for the issuance of Mortgage Securities. (See "Issuance of Additional Mortgage Securities".) The 1993 Mortgage contains provisions subjecting to the lien thereof after-acquired property used or to be used in or in connection with the Electric Utility Business, subject to the prior lien of the 1939 Mortgage (for as long as such prior lien is in effect). These provisions are limited in the case of consolidation or merger (whether or not the Company is the surviving corporation) or transfer of the Mortgaged Property as, or substantially as, an entirety. In the event of consolidation or merger or the transfer of the Mortgaged Property as or substantially as an entirety, the 1993 Mortgage will not be required to be a lien upon any of the properties then owned or thereafter acquired by the successor corporation except properties acquired from the Company in or as a result of such transaction and improvements, extensions and additions to such properties and renewals, replacements and substitutions of or for any part or parts of such properties. (See Article Thirteen and "Consolidation, Merger, etc.") In addition, after-acquired property may be subject to liens existing or placed thereon at the time of acquisition thereof, including, but not limited to, purchase money liens and the lien of any Class A Mortgage. The 1993 Mortgage provides that the 1993 Mortgage Trustee will have a lien, prior to the lien on behalf of the holders of Mortgage Securities, upon the Mortgaged Property for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities. (See Section 1107.) Issuance of Additional Mortgage Securities: The aggregate principal amount of Mortgage Securities which may be authenticated and delivered under the 1993 Mortgage is unlimited. (See Section 301.) Mortgage Securities of any series may be issued from time to time on the basis of, and in an aggregate principal amount not exceeding: (a) the aggregate principal amount of Class A Bonds issued and delivered to the 1993 Mortgage Trustee; 11 (b) 70% of the Cost or Fair Value to the Company (whichever is less) of Property Additions (as described below) which do not constitute Funded Property (generally, Property Additions which have been (i) made the basis of the authentication and delivery of Mortgage Securities, the release of Mortgaged Property or cash withdrawals; (ii) substituted for retired property or (iii) used as the basis of a credit against, or otherwise in satisfaction of, any sinking, improvement, maintenance, replacement or similar fund, provided that Mortgage Securities of the series or tranche to which such fund relates remain Outstanding) after certain deductions and additions, primarily including adjustments to offset property retirements; (c) the aggregate principal amount of Retired Securities (which consist of Mortgage Securities no longer outstanding under the 1993 Mortgage which have not been used for certain other purposes under the 1993 Mortgage and which have not been paid, redeemed or otherwise retired by the application of Funded Cash), but if Class A Bonds had been made the basis for the authentication and delivery of such Retired Securities, only if such Retired Securities became Retired Securities after the discharge of the related Class A Mortgage; and (d) an amount of cash deposited with the 1993 Mortgage Trustee. (See Article Four.) In general, the issuance of Mortgage Securities is subject to the Adjusted Net Earnings of the Company for 12 consecutive months within the preceding 18 months being at least twice the Annual Interest Requirements on all Mortgage Securities at the time outstanding, new Mortgage Securities then applied for, all outstanding Class A Bonds other than Class A Bonds held by the 1993 Mortgage Trustee under the 1993 Mortgage, and all other indebtedness (with certain exceptions) secured by a lien prior to the lien of the 1993 Mortgage, except that no such net earnings requirement need be met if the additional Mortgage Securities to be issued are to have no Stated Interest Rate prior to Maturity. Adjusted Net Earnings are calculated before, among other things, provisions for income taxes; depreciation or amortization of property; interest and amortization of debt discount and expense; any non-recurring charge to income or retained earnings of whatever kind or nature (including without limitation the recognition of expense due to the non-recoverability of investment or expense), whether or not recorded as a non-recurring item in the Company's books of account; and any refund of revenues previously collected or accrued by the Company subject to possible refund. The calculation of Adjusted Net Earnings also does not, or, in the case of losses or expense, is not required to, include profits or losses from the sale or other disposition of property, or non-recurring items of revenue, income or expense of any kind or nature. (See Sections 103 and 401.) The Company is not required to satisfy the net earnings requirement prior to issuance of Mortgage Securities (i) as provided in (a) above if the Class A Bonds issued and delivered to the 1993 Mortgage Trustee as the basis for such issuance have been authenticated and delivered under the related Class A Mortgage on the basis of retired 12 Class A Bonds or (ii) as provided in (c) above. In general, the interest requirement with respect to variable interest rate indebtedness, if any, is determined with reference to the rate or rates in effect on the date immediately preceding such determination or the rate to be in effect upon initial authentication. With respect to Mortgage Securities of a series subject to a Periodic Offering (such as a medium-term note program), the 1993 Mortgage Trustee will be entitled to receive a certificate evidencing compliance with the net earnings requirements only once, at or prior to the time of the first authentication and delivery of the Mortgage Securities of such series. (See Article Four.) Property Additions generally include any property which is owned by the Company and is subject to the lien of the 1993 Mortgage except (with certain exceptions) goodwill, going concern value rights or intangible property, or any property the cost of acquisition or construction of which is properly chargeable to an operating expense account of the Company. (See Section 104.) Unless otherwise provided in the applicable Prospectus Supplement or a supplement thereto, until the 1939 Mortgage has been discharged, the Company will issue the New Bonds on the basis of Class A Bonds issued under its 1939 Mortgage. Release of Property: Unless an Event of Default has occurred and is continuing, the Company may obtain the release from the lien of the 1993 Mortgage of any Funded Property, except for cash held by the 1993 Mortgage Trustee, upon delivery to the 1993 Mortgage Trustee of cash equal in amount to the amount, if any, that the Cost of the property to be released (or, if less, the Fair Value to the Company of such property at the time it became Funded Property) exceeds the aggregate of: (a) the aggregate principal amount, subject to certain limitations, of obligations delivered to the 1993 Mortgage Trustee which are secured by purchase money liens upon the property to be released; (b) the Cost or Fair Value to the Company (whichever is less) of certified Property Additions not constituting Funded Property after certain deductions and additions, primarily including adjustments to offset property retirements (except that such adjustments need not be made if such Property Additions were acquired or made within the 90-day period preceding the release); (c) an amount equal to 10/7ths of the principal amount of Mortgage Securities the Company would be entitled to issue on the basis of Retired Securities (with such entitlement to issue such principal amount of Mortgage Securities being waived by operation of such release); (d) an amount equal to 10/7ths of the principal amount of Outstanding Mortgage Securities delivered to the 1993 Mortgage Trustee (with such Mortgage Securities to be canceled by the 1993 Mortgage Trustee); 13 (e) an amount of cash and/or the aggregate principal amount, subject to certain limitations, of obligations secured by purchase money liens upon the property to be released, which in either case is evidenced to the 1993 Mortgage Trustee by a certificate of the trustee or other holder of a lien prior to the lien of the 1993 Mortgage to have been received by such trustee or such other holder in accordance with the provisions of such lien in consideration for the release of such property or any part thereof from such lien; and (f) any taxes and expenses incidental to any sale, exchange, dedication or other disposition of the property to be released. Property which is not Funded Property may generally be released from the lien of the 1993 Mortgage without depositing any cash or property with the 1993 Mortgage Trustee as long as (a) the aggregate amount of Cost or Fair Value to the Company (whichever is less) of all Property Additions which do not constitute Funded Property (excluding the property to be released) after certain deductions and additions, primarily including adjustments to offset property retirements, is not less than zero or (b) the Cost or Fair Value (whichever is less) of property to be released does not exceed the aggregate amount of the Cost or Fair Value to the Company (whichever is less) of Property Additions acquired or made within the 90-day period preceding the release. The 1993 Mortgage provides simplified procedures for the release of property which has been released from the lien of a Class A Mortgage, minor properties and property taken by eminent domain, and provides for dispositions of certain obsolete property and grants or surrender of certain rights without any release or consent by the 1993 Mortgage Trustee. If any property released from the lien of the 1993 Mortgage continues to be owned by the Company after such release, the 1993 Mortgage will not become a lien on any improvement, extension or addition to such property or renewals, replacements or substitutions of or for any part or parts of such property. (See Article Eight.) 14 Withdrawal of Cash: Unless an Event of Default has occurred and is continuing and subject to certain limitations, cash held by the 1993 Mortgage Trustee may (a) be withdrawn by the Company (i) to the extent of the Cost or Fair Value to the Company (whichever is less) of Property Additions not constituting Funded Property, after certain deductions and additions, primarily including adjustments to offset retirements (except that such adjustments need not be made if such Property Additions were acquired or made within the 90-day period preceding the release) or (ii) in an amount equal to 10/7ths of the aggregate principal amount of Mortgage Securities that the Company would be entitled to issue on the basis of Retired Securities (with the entitlement to such issuance being waived by operation of such withdrawal) or (iii)in an amount equal to 10/7ths of the aggregate principal amount of any Outstanding Mortgage Securities delivered to the 1993 Mortgage Trustee, or (b) upon the request of the Company, be applied to (i) the purchase of Mortgage Securities (at prices not exceeding 10/7ths of the principal amount thereof) or (ii) the payment (or provision therefor for the satisfaction and discharge of any Mortgage Securities) at Stated Maturity of any Mortgage Securities or the redemption (or similar provision therefor) of any Mortgage Securities which are redeemable (with any Mortgage Securities received by the 1993 Mortgage Trustee pursuant to these provisions being canceled by the 1993 Mortgage Trustee) (see Section 806); provided, however, that cash deposited with the 1993 Mortgage Trustee as the basis for the authentication and delivery of Mortgage Securities, as well as cash representing a payment of principal of Class A Bonds, may only be withdrawn in an amount equal to the aggregate principal amount of Mortgage Securities the Company would be entitled to issue on any basis (with the entitlement to such issuance being waived by operation of such withdrawal), or may, upon the request of the Company, be applied to the purchase, redemption or payment of Mortgage Securities at prices not exceeding, in the aggregate, the principal amount thereof. (See Sections 405 and 702.) 15 Consolidation, Merger, etc.: The Company may not consolidate with or merge into any other corporation or convey, otherwise transfer or lease the Mortgaged Property as or substantially as an entirety to any Person unless (a) such transaction is on such terms as will fully preserve the lien and security of the 1993 Mortgage and the rights and powers of the 1993 Mortgage Trustee and the Holders; (b) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other transfer, or which leases, the Mortgaged Property as, or substantially as, an entirety is a corporation organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia, and such corporation executes and delivers to the 1993 Mortgage Trustee a supplemental indenture which contains an assumption by such corporation of the due and punctual payment of the principal of and premium, if any, and interest, if any, on the Mortgage Securities and the performance of all of the covenants and conditions of the Company under the 1993 Mortgage and which contains a grant, conveyance, transfer and mortgage by such corporation confirming the lien of the 1993 Mortgage on the Mortgaged Property and subjecting to such lien all property thereafter acquired by such corporation which shall constitute an improvement, extension or addition to the Mortgaged Property or a renewal, replacement or substitution of or for any part thereof, and, at the election of such corporation, subjecting to the lien of the 1993 Mortgage such other property then owned or thereafter acquired by such corporation as such corporation shall specify; and (c) in the case of a lease, such lease is made expressly subject to termination by the Company or by the 1993 Mortgage Trustee at any time during the continuance of an Event of Default. (See Section 1301.) Modification of 1993 Mortgage: Without the consent of any Holders, the Company and the 1993 Mortgage Trustee may enter into one or more supplemental indentures for any of the following purposes: (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the 1993 Mortgage and in the Mortgage Securities; or (b) to add one or more covenants of the Company or other provisions for the benefit of all Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be outstanding, Mortgage Securities of one or more specified series, or one or more tranches thereof, or to surrender any right or power conferred upon the Company by the 1993 Mortgage; or (c) to correct or amplify the description of any property at any time subject to the lien of the 1993 Mortgage; or to better assure, convey and confirm to the 1993 Mortgage Trustee any property subject or required to be subjected to the lien of the 1993 Mortgage; or to subject to the lien of the 1993 Mortgage additional property (including property of others), to specify any additional Permitted Liens with respect to such additional property and to modify the provisions in the 1993 Mortgage for dispositions of certain types of property without release in order to specify any additional items with respect to such additional property; or 16 (d) to change or eliminate any provision of the 1993 Mortgage or to add any new provision to the 1993 Mortgage, provided that if such change, elimination or addition adversely affects the interests of the Holders of the Mortgage Securities of any series or tranche in any material respect, such change, elimination or addition will become effective with respect to such series or tranche only when no Mortgage Security of such series or tranche remains outstanding under the 1993 Mortgage; or (e) to establish the form or terms of the Mortgage Securities of any series or tranche as permitted by the 1993 Mortgage; or (f) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or (g) to evidence and provide for the acceptance of appointment by a successor trustee or by a co-trustee or separate trustee; or (h) to provide for the procedures required to permit the Company to use a non-certificated system of registration for all, or any series or tranche of, the Mortgage Securities; or (i) to change any place or places where (i) the principal of and premium, if any, and interest, if any, on all or any series of Mortgage Securities, or any tranche thereof, will be payable, (ii) all or any series of Mortgage Securities, or any tranche thereof, may be surrendered for registration of transfer, (iii) all or any series of Mortgage Securities, or any tranche thereof, may be surrendered for exchange and (iv) notices and demands to or upon the Company in respect of all or any series of Mortgage Securities, or any tranche thereof, and the 1993 Mortgage may be served; or (j) to cure any ambiguity, to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein, or to make any other changes to the provisions thereof or to add other provisions with respect to matters and questions arising under the 1993 Mortgage, so long as such other changes or additions do not adversely affect the interests of the Holders of Mortgage Securities of any series or tranche in any material respect. (See Section 1401.) Without limiting the generality of the foregoing, if the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), is amended after the date of the Original 1993 Mortgage in such a way as to require changes to the 1993 Mortgage or the incorporation therein of additional provisions or so as to permit changes to, or the elimination of, 17 provisions which, at the date of the Original 1993 Mortgage or at any time thereafter, were required by the Trust Indenture Act to be contained in the 1993 Mortgage, the 1993 Mortgage will be deemed to have been amended so as to conform to such amendment or to effect such changes or elimination, and the Company and the 1993 Mortgage Trustee may, without the consent of any Holders, enter into one or more supplemental indentures to evidence or effect such amendment. (See Section 1401.) Except as provided above, the consent of the Holders of not less than a majority in aggregate principal amount of the Mortgage Securities of all series then Outstanding, considered as one class, is required for the purpose of adding any provisions to, or changing in any manner, or eliminating any of the provisions of, the 1993 Mortgage pursuant to one or more supplemental indentures; provided, however, that if less than all of the series of Mortgage Securities Outstanding are directly affected by a proposed supplemental indenture, then the consent only of the Holders of a majority in aggregate principal amount of Outstanding Mortgage Securities of all series so directly affected, considered as one class, will be required; and provided, further, that if the Mortgage Securities of any series have been issued in more than one tranche and if the proposed supplemental indenture directly affects the rights of the Holders 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 Mortgage Securities of all tranches so directly affected, considered as one class, will be required; and provided, further, that no such amendment or modification may (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Mortgage Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon), or change the method of calculating such rate, or reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of any Discount Security that would be due and payable upon a declaration of acceleration of Maturity, or change the coin or currency (or other property) in which any Mortgage Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Mortgage Security (or, in the case of redemption, on or after the redemption date) without, in any such case, the consent of the Holder of such Mortgage Security; (b) permit the creation of any lien not otherwise permitted by the 1993 Mortgage ranking prior to the lien of the 1993 Mortgage with respect to all or substantially all of the Mortgaged Property or terminate the lien of the 1993 Mortgage on all or substantially all of the Mortgaged Property, or deprive the Holders of the benefit of the lien of the 1993 Mortgage, without, in any such case, the consent of the Holders of all Mortgage Securities then Outstanding; (c) reduce the percentage in principal amount of the Outstanding Mortgage Securities of any series, or any tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with any provision of the 1993 Mortgage or of any default thereunder and its consequences, or reduce the requirements for quorum or voting, without, in any such case, the consent of the Holder of each Outstanding Mortgage Security of such series or tranche; or (d) modify certain of the provisions of the 1993 Mortgage relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the Mortgage Securities of any series, or any tranche 18 thereof, without the consent of the Holder of each Outstanding Mortgage Security of such series or tranche. A supplemental indenture which changes or eliminates any covenant or other provision of the 1993 Mortgage which has expressly been included solely for the benefit of the Holders of, or which is to remain in effect only so long as there shall be Outstanding Mortgage Securities of one or more specified series, or one or more tranches thereof, or modifies the rights of the Holders of Mortgage Securities of such series or tranches with respect to such covenant or other provision, will be deemed not to affect the rights under the 1993 Mortgage of the Holders of the Mortgage Securities of any other series or tranche. (See Section 1402.) Voting of Class A Bonds: The 1993 Mortgage provides that the 1993 Mortgage Trustee will, as holder of Class A Bonds issued under the 1939 Mortgage as the basis for the issuance of Mortgage Securities, attend such meetings of bondholders under the related Class A Mortgage, or deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. The 1993 Mortgage provides that, so long as no Event of Default as defined in the 1993 Mortgage has occurred and is continuing, the 1993 Mortgage Trustee will, as holder of such Class A Bonds (a) vote in favor of the amendments and modifications to the 1939 Mortgage described under "DESCRIPTION OF THE 1939 MORTGAGE -- Voting of Class A Bonds Issued Under the 1939 Mortgage", and (b) with respect to any amendments or modifications to any Class A Mortgage other than those amendments or modifications referred to in (a), vote all Class A Bonds Outstanding under such Class A Mortgage then held by it, or consent with respect thereto, proportionately with the vote or consent of holders of all other Class A Bonds Outstanding under such Class A Mortgage the holders of which are eligible to vote or consent, as evidenced by a certificate delivered by the trustee under such Class A Mortgage; provided, however, that the 1993 Mortgage Trustee will not vote in favor of, or consent to, any amendment or modification of a Class A Mortgage which, if it were an amendment or modification of the 1993 Mortgage, would require the consent of Holders of Mortgage Securities as described under "Modification of the 1993 Mortgage", without the prior consent of Holders of Mortgage Securities which would be required for such an amendment or modification of the 1993 Mortgage. (See Section 705.) Waiver: The Holders of at least a majority in aggregate principal amount of all Mortgage Securities may waive the Company's obligations to comply with certain covenants, including the covenants to maintain its corporate existence and properties, pay taxes and discharge liens, maintain certain insurance and make such recordings and filings as are necessary to protect the security of the Holders and the rights of the 1993 Mortgage Trustee and the covenant described above with respect to merger, consolidation or the transfer or lease of the Mortgaged Property as, or substantially as, an entirety, provided that such waiver occurs before the time such compliance is required. The Holders of at least a majority of the aggregate principal amount of Outstanding Mortgage Securities of all affected series or tranches, considered as one class, may waive, before the time for such compliance, compliance with any covenant specified with respect to Mortgage Securities of such series or tranches. (See Section 609.) 19 Events of Default: Each of the following events constitutes an Event of Default under the 1993 Mortgage: (a) failure to pay interest on any Mortgage Security within 60 days after the same becomes due; (b) failure to pay principal of or premium, if any, on any Mortgage Security within 3 business days after the Maturity thereof; (c) failure to perform or breach of any covenant or warranty of the Company contained in the 1993 Mortgage (other than a covenant or warranty a default in the performance of which or breach of which is dealt with elsewhere under this paragraph) for a period of 90 days after there has been given to the Company by the 1993 Mortgage Trustee, or to the Company and the 1993 Mortgage Trustee by the Holders of at least 33% in principal amount of Outstanding Mortgage Securities, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default", unless the 1993 Mortgage Trustee, or the 1993 Mortgage Trustee and the Holders of a principal amount of Mortgage Securities not less than the principal amount of Mortgage Securities the Holders of which gave such notice, as the case may be, agree in writing to an extension of such period prior to its expiration; provided, however, that the 1993 Mortgage Trustee, or the 1993 Mortgage Trustee and such Holders, as the case may be, will be deemed to have agreed to an extension of such period if corrective action has been initiated by the Company within such period and is being diligently pursued; (d) certain events relating to reorganization, bankruptcy and insolvency of the Company or appointment of a receiver or trustee for its property; and (e) the occurrence of a matured event of default under any Class A Mortgage (other than any such matured event of default which is of similar kind or character to the Event of Default described in (c) above and which has not resulted in the acceleration of the Class A Bonds Outstanding under such Class A Mortgage); provided that the waiver or cure of any such event of default and the rescission and annulment of the consequences thereof shall constitute a waiver of the corresponding Event of Default under the 1993 Mortgage and a rescission and annulment of the consequences thereof. (See Section 1001.) 20 Remedies: If an Event of Default occurs and is continuing, then the 1993 Mortgage Trustee or the Holders of not less than 33% in principal amount of Mortgage Securities then Outstanding may declare the principal amount (or if the Mortgage Securities are Discount Securities, such portion of the principal amount of such Discount Securities as may be provided for pursuant to the terms of the 1993 Mortgage) of all of the Mortgage Securities then Outstanding, together with premium, if any, and accrued interest, if any, thereon to be immediately due and payable. At any time after such declaration of acceleration of the Mortgage Securities then Outstanding, but before the sale of any of the Mortgaged Property and before a judgment or decree for payment of money shall have been obtained by the 1993 Mortgage Trustee as provided in the 1993 Mortgage, the Event or Events of Default giving rise to such declaration of acceleration will, without further act, be deemed to have been waived, and such declaration and its consequences will, without further act, be deemed to have been rescinded and annulled, if (a) the Company has paid or deposited with the 1993 Mortgage Trustee a sum sufficient to pay: (i) all overdue interest, if any, on all Mortgage Securities then Outstanding; (ii) the principal of and premium, if any, on any Mortgage Securities then Outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Mortgage Securities; and (iii) all amounts due to the 1993 Mortgage Trustee as compensation and reimbursement as provided in the 1993 Mortgage; and (b) any other Event or Events of Default, other than the non-payment of the principal of Mortgage Securities which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in the 1993 Mortgage. (See Sections 1002 and 1017.) The 1993 Mortgage provides that, under certain circumstances and to the extent permitted by law, if an Event of Default occurs and is continuing, the 1993 Mortgage Trustee has the power to take possession of, and to hold, operate and manage, the Mortgaged Property or, with or without entry, sell the Mortgaged Property. If the Mortgaged Property is sold, whether by the 1993 Mortgage Trustee or pursuant to judicial proceedings, the principal of the Outstanding Mortgage Securities, if not previously due, will become immediately due, together with premium, if any, and any accrued interest. (See Sections 1003, 1004 and 1005.) If an Event of Default occurs and is continuing, the Holders of a majority in principal amount of the Mortgage Securities then Outstanding will have the right to direct the time, method and place of conducting any proceedings for any remedy available to the 1993 21 Mortgage Trustee or exercising any trust or power conferred on the 1993 Mortgage Trustee, provided that (a) such direction does not conflict with any rule of law or with the 1993 Mortgage, and could not involve the 1993 Mortgage Trustee in personal liability in circumstances where indemnity would not, in the 1993 Mortgage Trustee's sole discretion, be adequate and (b) the 1993 Mortgage Trustee may take any other action deemed proper by the 1993 Mortgage Trustee which is not inconsistent with such direction. (See Section 1016.) The 1993 Mortgage provides that no Holder of any Mortgage Security will have any right to institute any proceeding, judicial or otherwise, with respect to the 1993 Mortgage or for the appointment of a receiver or for any other remedy thereunder unless (a) such Holder has previously given to the 1993 Mortgage Trustee written notice of a continuing Event of Default; (b) the Holders of not less than a majority in aggregate principal amount of the Mortgage Securities then Outstanding have made written request to the 1993 Mortgage Trustee to institute proceedings in respect of such Event of Default and have offered the 1993 Mortgage Trustee reasonable indemnity against costs and liabilities to be incurred in complying with such request; and (c) for 60 days after receipt of such notice, the 1993 Mortgage Trustee has failed to institute any such proceeding and no direction inconsistent with such request has been given to the 1993 Mortgage Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of Mortgage Securities then Outstanding. Furthermore, no Holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other Holders. (See Section 1011.) Notwithstanding that the right of a Holder to institute a proceeding with respect to the 1993 Mortgage is subject to certain conditions precedent, each Holder of a Mortgage Security has the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on such Mortgage Security when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of such Holder. (See Section 1012.) The 1993 Mortgage provides that the 1993 Mortgage Trustee give the Holders notice of any default under the 1993 Mortgage to the extent required by the Trust Indenture Act, unless such default shall have been cured or waived, except that no such notice to Holders of a default of the character described in clause (c) under "Events of Default" may be given until at least 75 days after the occurrence thereof. For purposes of the preceding sentence, the term "default" means any event which is, or after notice or lapse of time, or both, would become, an Event of Default. (See Section 1102.) The Trust Indenture Act currently permits the 1993 Mortgage Trustee to withhold notices of default (except for certain payment defaults) if the 1993 Mortgage Trustee in good faith determines the withholding of such notice to be in the interests of the Holders. As a condition precedent to certain actions by the 1993 Mortgage Trustee in the enforcement of the lien of the 1993 Mortgage and institution of action on the Mortgage Securities, the 1993 Mortgage Trustee may require adequate indemnity against costs, expenses and liabilities to be incurred in connection therewith. (See Sections 1011 and 1101.) 22 In addition to every other right and remedy provided in the 1993 Mortgage, the 1993 Mortgage Trustee may exercise any right or remedy available to the 1993 Mortgage Trustee in its capacity as owner and holder of Class A Bonds which arises as a result of a default or matured event of default under any Class A Mortgage, whether or not an Event of Default under the 1993 Mortgage has occurred and is continuing. (See Section 1020.) Defeasance: Any Mortgage Security or Securities, or any portion of the principal amount thereof, will be deemed to have been paid for purposes of the 1993 Mortgage, and, at the Company's election, the entire indebtedness of the Company in respect thereof will be deemed to have been satisfied and discharged, if there has been irrevocably deposited with the 1993 Mortgage Trustee or any Paying Agent (other than the Company), in trust: (a) money (including Funded Cash not otherwise applied pursuant to the 1993 Mortgage) in an amount which will be sufficient; or (b) Eligible Obligations (as described below) which do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide monies which, together with the money, if any, deposited with or held by the 1993 Mortgage Trustee or such Paying Agent, will be sufficient; or (c) a combination of (a) and (b) which will be sufficient to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Mortgage Security or Securities or portions thereof. (See Section 901.) For this purpose, Eligible Obligations include direct obligations of, or obligations unconditionally guaranteed by, the United States of America entitled to the benefit of the full faith and credit thereof, and certificates, depositary receipts or other instruments which evidence a direct ownership interest in such obligations or in any specific interest or principal payments due in respect thereof. It is possible that for Federal income tax purposes any deposit contemplated in the preceding paragraph could be treated as a taxable exchange of the related Mortgage Securities for an issue of obligations of the trust or a direct interest in the cash and securities held in the trust. In that case, Holders of such Mortgage Securities would recognize gain or loss as if the trust obligations or the cash or securities deposited, as the case may be, had actually been received by them in exchange for their Mortgage Securities. Such gain or loss, generally, would be capital in nature to Holders for whom the Mortgage Securities are held as capital assets and any deductions for losses would be subject to certain limitations. Such Holders thereafter would be required to include in income a share of the income, gain or loss of the trust or the income from the securities held in trust, as the case may be. The amount so required to be included in income could be different from the amount that would be includible in the absence of such deposit. Prospective investors are urged to consult their own tax advisors as to the specific consequences to them of such deposit. 23 Resignation of the 1993 Mortgage Trustee: The 1993 Mortgage Trustee may resign at any time by giving written notice thereof to the Company or may be removed at any time by Act of the Holders of a majority in principal amount of Mortgage Securities then Outstanding delivered to the 1993 Mortgage Trustee and the Company. No resignation or removal of the 1993 Mortgage Trustee and no appointment of a successor trustee will become effective until the acceptance of appointment by a successor trustee in accordance with the requirements of the 1993 Mortgage. So long as no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default has occurred and is continuing, if the Company has delivered to the 1993 Mortgage Trustee a resolution of its Board of Directors appointing a successor trustee and such successor has accepted such appointment in accordance with the terms of the 1993 Mortgage, the 1993 Mortgage Trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the 1993 Mortgage. (See Section 1110.) Evidence to be Furnished to the 1993 Mortgage Trustee: Compliance with 1993 Mortgage provisions is evidenced by written statements of Company officers or persons selected or paid by the Company. In certain cases, opinions of counsel and certification of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished. In addition, the 1993 Mortgage requires that the Company give the 1993 Mortgage Trustee, not less often than annually, a brief statement as to the Company's compliance with the conditions and covenants under the 1993 Mortgage. Concerning the 1993 Mortgage Trustee: The Company conducts banking transactions with affiliates of the 1993 Mortgage Trustee in the normal course of the Company's business and uses the 1993 Mortgage Trustee or its affiliates as trustee for various debt issues. DESCRIPTION OF THE 1939 MORTGAGE General: The summaries under this heading do not purport to be complete and are subject to the detailed provisions of the 1939 Mortgage, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. Capitalized terms used under this heading which are not otherwise defined in this Prospectus shall have the meanings ascribed thereto in the 1939 Mortgage. Wherever particular provisions or terms defined therein are referred to, such provisions or definitions are incorporated by reference as part of the statements made herein and such statements are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to articles and section numbers of the Original 1939 Mortgage. 24 Security. Class A Bonds issued under the 1939 Mortgage will rank pari passu, except as to any sinking fund or similar fund provided for a particular series, with all bonds at any time outstanding under the 1939 Mortgage. In the opinion of counsel for the Company (see "EXPERTS"), the 1939 Mortgage constitutes a first mortgage lien on the property specifically or generally described therein as subject to the lien thereof, except such property as may have been disposed of or released from the lien thereof in accordance with the terms thereof, subject to no liens prior to the lien of the 1939 Mortgage other than Permitted Encumbrances, as defined therein; and the 1939 Mortgage by its terms effectively subjects to the lien thereof all property (except property of the kinds specifically excepted from the lien thereof) acquired by the Company after the date of the execution and delivery thereof, subject to Permitted Encumbrances, to any lien thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition, and also subject to certain limitations in the case of consolidation, merger or sale of substantially all the mortgaged property. The principal properties subject to the lien of the 1939 Mortgage are the electric and gas properties owned by the Company and securities of certain subsidiaries. (See Granting and Habendum Clauses, Sections 2 and 3 of Article I, and Section 3 of Article XI of the 1939 Mortgage.) The 1939 Mortgage provides that the 1939 Mortgage Trustee shall have a lien prior to the bonds on the mortgaged property for payment of its compensation, expenses and disbursements and for indemnity against certain liabilities. (See Section 10 of Article XII of the 1939 Mortgage.) Issuance of Additional Bonds Under the 1939 Mortgage. Additional bonds may be issued under the 1939 Mortgage in a principal amount equal to (a) 60% of net property additions (as defined in the 1939 Mortgage) acquired or constructed within five years of certification to the 1939 Mortgage Trustee, (b) the principal amount of certain retired bonds or prior lien bonds or (c) deposited cash (in certain cases 60% thereof). See "Voting of Class A Bonds Issued Under the 1939 Mortgage". No bonds may be issued under the 1939 Mortgage, as provided in clauses (a) and (c) above, unless the net earnings of the Company (as defined in Section 5 of Article I of the 1939 Mortgage and as discussed below) are at least 2-1/2 times the annual interest on all bonds issued and outstanding under the 1939 Mortgage, including the bonds applied for (but excluding any bonds to be paid, retired or redeemed with the proceeds of the bonds applied for), and indebtedness secured by prior liens. Such net earnings test generally need not be satisfied prior to the issuance of bonds as provided in clause (b) above unless (x) the new bonds are issued more than two years prior to the stated maturity of the retired bonds and the new bonds bear a greater rate of interest than the retired bonds or (y) the new bonds are issued in respect of retired bonds, the interest charges on which have been excluded from any net earnings certificate filed with the 1939 Mortgage Trustee since the retirement of such bonds. (See Article III of the 1939 Mortgage.) See "Voting of Class A Bonds Issued Under the 1939 Mortgage". 25 Cash deposited under clause (c) above may be withdrawn by the Company in an amount equal to the principal amounts of bonds issuable pursuant to clauses (a) and (b) above (in certain cases 166-2/3% thereof) without regard to earnings or may be applied to the purchase or redemption of bonds of one or more series selected by the Company. (See Sections 8, 9 and 10 of Article III of the 1939 Mortgage.) See "Voting of Class A Bonds Issued Under the 1939 Mortgage". Net earnings are computed before provision for depreciation and amortization of property, income and profits taxes (as defined in the 1939 Mortgage), interest on any indebtedness and amortization of debt discount and expense and do not take into account any profits or losses from the sale or disposal of capital assets or securities. (See Section 5 of Article I of the 1939 Mortgage.) Property additions under the 1939 Mortgage consist of property used or useful in the electric, gas or steam business (with certain exceptions) acquired or constructed by the Company within five years next preceding the certification thereof to the 1939 Mortgage Trustee. (See Section 4 of Article I of the 1939 Mortgage.) See "Voting of Class A Bonds Issued Under the 1939 Mortgage". The approximate amount of net property additions as of March 31, 1996, and the amount of retired bonds as of September 30, 1996, available for use as the basis for the issuance of Class A Bonds under the 1939 Mortgage, subject to the net earnings restrictions discussed above, were $373,263,821 and $968,180,000, respectively. The Company will determine, at the time of each issuance of Class A Bonds under the 1939 Mortgage which are to be the basis for the issuance of New Bonds, whether such Class A Bonds will be issued upon the basis of property additions or retired bonds. As of September 30, 1996, $1,144,917,000 in aggregate principal amount of bonds were outstanding under the 1939 Mortgage, $472,167,000 aggregate principal amount of which was held by the 1993 Mortgage Trustee as security for outstanding Mortgage Securities under the 1993 Mortgage. The 1939 Mortgage contains restrictions on (a) the acquisition of property securing prior lien indebtedness in excess of 60% of the fair value of the property and (b) the issuance of bonds, withdrawal of cash or release of property on the basis of property subject to prior lien. Prior lien indebtedness secured by property theretofore acquired may not be increased unless the evidence thereof is pledged with the 1939 Mortgage Trustee. (See Section 4 of Article I and Sections 15, 17 and 19 of Article IV of the 1939 Mortgage.) See "Voting of Class A Bonds Issued Under the 1939 Mortgage". 26 Maintenance and Replacement Fund for Bonds Outstanding Under the 1939 Mortgage: Although there will be no provision for a maintenance and replacement fund with respect to Class A Bonds issued under the 1939 Mortgage as the basis for the issuance of New Bonds, the Company has covenanted, with respect to various series of outstanding bonds issued under the 1939 Mortgage maturing through July 1, 1998, that, so long as any bond of such series remains outstanding, the Company will, for each calendar year (herein called the "accounting period"), pay to the 1939 Mortgage Trustee, as a Maintenance and Replacement fund, an amount in cash not less than the sum of 15% of the gross electric operating revenues and 10% of the gross gas and steam operating revenues (as defined in the 1939 Mortgage, which, among other things, provides for the deduction therefrom of the cost of purchased electric current, gas and steam) derived from the mortgaged property during the accounting period, less, however, the following optional credits: (a) expenditures during the accounting period for repairs and maintenance of the mortgaged property; (b) the cost of property additions during the accounting period deemed to renew or replace retired or abandoned property, subject to adjustment for any outstanding prior lien bonds secured by such property additions; (c) the principal amount of all bonds and/or 166-2/3% of the principal amount of all prior lien bonds, retired or redeemed and for which no bonds have been issued, credit taken or cash withdrawn under the 1939 Mortgage; and (d) net property additions to the extent of 100% thereof. Cash so deposited may be applied to the purchase or redemption of such bonds as the Company may designate, which by their terms are redeemable prior to maturity (including any of the Class A Bonds issued under the 1939 Mortgage that are so redeemable and that were issued as the basis for the issuance of Bonds) at a price not exceeding the then current redemption price as set forth in the relevant supplemental indenture and the accrued interest on such bonds, or may be withdrawn upon the basis of certain property additions or certain retired bonds or prior lien bonds. (See Section 8 of Article IV of the 1939 Mortgage and Article Two of certain supplemental indentures.) See "Voting of Class A Bonds Issued Under the 1939 Mortgage". The series of outstanding bonds which contain maintenance and replacement fund covenants mature through July 1, 1998, but may be redeemed prior to their stated maturity. The Company does not anticipate issuing any additional series of bonds under the 1939 Mortgage which will contain such covenants. The Company will no longer be bound by such covenants after all the bonds of such series have been retired. 27 Modification of the 1939 Mortgage: The 1939 Mortgage and the rights of bondholders thereunder may be modified with the consent of the Company, and of the 1939 Mortgage Trustee if deemed affected, and the consent of the holders of not less than 75% in principal amount of the bonds then outstanding, or of not less than 75% in principal amount of the outstanding bonds of any one or more series which may be affected by any such modification; except that the bondholders, without the consent of the holder of each bond affected, have no power to (a) extend the time of payment of the principal of or interest on any bonds; (b) reduce the principal amount thereof or the rate of interest thereon, or otherwise modify the terms of payment of principal or interest; (c) permit the creation of any lien ranking prior to or on a parity with the lien of the 1939 Mortgage with respect to any of the mortgaged property; (d) deprive any nonassenting bondholder of a lien upon the mortgaged property for the security of his/her bonds; or (e) reduce the percentage of bondholders authorized to take such action. (See Article XIV of the 1939 Mortgage.) The Company has reserved the right to amend the 1939 Mortgage without any consent or other action by holders of any series of bonds created after October 31, 1975 (including Class A Bonds issued under the 1939 Mortgage as the basis for the issuance of New Bonds) to reduce the required consent of bondholders described above from 75% to 60%. (See Article Five of the Supplemental Indenture dated as of November 1, 1977.) Voting of Class A Bonds Issued Under the 1939 Mortgage: The 1993 Mortgage provides that, so long as no Event of Default as defined in the 1993 Mortgage has occurred and is continuing thereunder, the 1993 Mortgage Trustee will, as holder of Class A Bonds issued under the 1939 Mortgage and delivered as the basis for the issuance of Bonds, (a) vote or consent in favor of amendments or modifications to the 1939 Mortgage of substantially the same tenor and effect as follows: (i) to expand the definition of property additions to eliminate geographical restrictions to certain states and allow the inclusion of properties located anywhere in the United States, Canada and Mexico, or their coastal waters; to include space satellites and stations, solar power satellites and other analogous facilities; to include nuclear fuel and other analogous devices or substances and to establish other provisions as to such fuel; to include properties located on leased real property, subject to certain limitations; to include goodwill when acquired with a public utility system, subject to certain limitations; and to delete the requirement that property additions have been acquired or constructed within five years; (ii) to remove the requirement that certificates delivered to the 1939 Mortgage Trustee be verified; (iii) to liberalize the requirements for publication of notices of redemption and other notices; 28 (iv) to eliminate the maintenance and replacement fund or, in the alternative, (A) to change the amount of cash deliverable to the 1939 Mortgage Trustee to the lower of (x) 10% of the combined electric, gas and steam gross operating revenues of the Company or (y) 2% of the cost of the depreciable property of the Company, less the accumulated provision for depreciation; and (B) to change the definition of gross operating revenues to deduct the cost of fuel used to provide electric, gas and steam services; (v) to change the opinion of counsel required to be delivered upon the certification of property additions to delete the requirement that the Company have all necessary permission from governmental authorities to use and operate such property additions; (vi) to specifically allow the inclusion of earnings collected subject to refund in net earnings for purposes of the interest coverage requirement for the issuance of bonds; (vii) to specifically permit the debt component, in addition to the equity component, of the allowance for funds used during construction to be included in net earnings for purposes of the interest coverage requirement for the issuance of bonds; (viii)(A) to reduce the interest coverage requirement for the issuance of bonds to 2 times from 2-1/2 times annual interest charges on outstanding bonds, including bonds applied for, and prior lien indebtedness; or, in the alternative, (B) to change such coverage requirement to a requirement that net earnings be at least equal to either (x) 2 (or any higher amount) times annual interest charges on, or (y) 15% (or any higher percentage) of the aggregate principal amount of, outstanding bonds, including the bonds applied for, and prior lien indebtedness; (ix) to remove the restrictions on acquiring property subject to a prior lien (retaining, however, the restrictions on certifying such property as property additions); (x) to raise the minimum dollar amount of fire and other losses that must be payable to the 1939 Mortgage Trustee from $50,000 to 3% (or any higher percentage) of the principal amount of outstanding bonds; and to 29 specifically permit the Company to carry insurance policies with deductible provisions equal to 3% (or any higher percentage) of the principal amount of outstanding bonds or any higher deductible amount usually contained in the policies of other companies owning and operating similar properties; (xi) to delete the covenant of the Company to "observe and conform to all valid requirements of any governmental authority relative to any of the mortgaged property"; (xii) to delete the requirement that the 1939 Mortgage Trustee be located in New York, New York and that the Company maintain an office in New York, New York, to make payments on bonds and register transfers thereof; (xiii) to modify the special release provision of the 1939 Mortgage to increase the amount of the aggregate value of property which may be released from the lien of the 1939 Mortgage within any period of 12 consecutive calendar months without compliance with all the conditions of the general release provision from $25,000 to (A) the greater of $25,000 or 1% of the aggregate principal amount of outstanding bonds or (B) the greater of $10,000,000 or 3% of the aggregate principal amount of outstanding bonds (or any lower amount or percentage); (xiv) to permit bonds to be issued under the 1939 Mortgage in a principal amount equal to 70% of net property additions instead of 60% and to make correlative changes in provisions relating to, among other things, the release of property from the lien of the 1939 Mortgage, the withdrawal of cash held by the 1939 Mortgage Trustee, the acquisition and use under the 1939 Mortgage of property securing prior lien indebtedness, and the use of retired prior lien bonds; and (xv) to modify the definition of all defaults under the 1939 Mortgage to be substantially identical to the Events of Default under the 1993 Mortgage; and (b) with respect to any amendments or modifications to the 1939 Mortgage other than those referred to in (a) above, vote all Class A Bonds Outstanding under the 1939 Mortgage then held by it, or consent with respect thereto, in the manner as described under "DESCRIPTION OF THE NEW BONDS -- Voting of Class A Bonds". (See Section 705 of the 1993 Mortgage.) The Company has reserved the right to make any or all of the modifications to the 1939 Mortgage described in (a)(i) through (a)(xiii)(A) above without consent or other action of the holders of certain outstanding series of bonds previously issued under the 1939 Mortgage (not including the Class A Bonds issued thereunder as the basis of the issuance of 30 Mortgage Securities) aggregating $433,500,000 in principal amount. (See Article Three of the Supplemental Indenture dated as of March 1, 1980 and Article Four of the Supplemental Indentures dated as of July 1, 1990, December 1, 1990, and March 1, 1992, respectively.) The indentures under which certain pollution control revenue bonds of Morgan County, Colorado and Adams County, Colorado were issued provide that the trustees thereunder, as holders of bonds issued under the 1939 Mortgage having a principal amount of $156,750,000 in the aggregate, shall vote in favor of, or consent with respect to, any or all of the possible modifications described in (a)(i) through (a)(xiii)(A) above. Default Under the 1939 Mortgage: An event of default under the 1939 Mortgage includes a failure to pay interest on any bond, or to pay a sinking fund installment, for 60 days after such payment becomes due, a failure to pay the principal of or premium, if any, on any bond when the same becomes due, a default with respect to the payment of principal of or interest on any prior lien bonds, a failure to perform any other covenant in the 1939 Mortgage for 90 days after notice given to the Company by the 1939 Mortgage Trustee or by the holders of 10% in principal amount of outstanding bonds, certain events in bankruptcy, and an Event of Default under the 1993 Mortgage and/or certain matured events of default under any other Class A Mortgage. (See Section 1 of Article VIII of the 1939 Mortgage and Article Five of the Supplemental Indenture dated as of November 1, 1993 creating the First Mortgage Bonds, Collateral Series A.) The 1939 Mortgage Trustee may withhold notice of default (except default in the payment of principal of or premium, if any, or interest on the bonds or in the payment of a sinking fund installment) if it determines such withholding to be in the interests of the bondholders. (See Section 2 of Article VIII of the 1939 Mortgage.) The Company is required to report annually to the 1939 Mortgage Trustee as to compliance with the covenants contained in the 1939 Mortgage. (See Section 24 of Article IV of the 1939 Mortgage.) Upon the occurrence of a default under the 1939 Mortgage, the 1939 Mortgage Trustee or the holders of 25% in principal amount of outstanding bonds may declare the principal of and interest accrued on all outstanding bonds due and payable immediately; provided, however, that if such default has been cured, (a) the holders of a majority in principal amount of outstanding bonds may annul such declaration or (b) if, in making such declaration, the 1939 Mortgage Trustee shall have acted without a direction from the holders of a majority in principal amount of outstanding bonds, or if such declaration was made by the holders of 25% in principal amount of outstanding bonds and the holders of a majority in principal amount of outstanding bonds shall not have theretofore delivered a written notice to the contrary, then such declaration shall ipso facto be deemed to be annulled. (See Section 1 of Article VIII of the 1939 Mortgage.) 31 Action by 1939 Mortgage Trustee: Except as otherwise provided in the 1939 Mortgage, the holders of a majority in principal amount of bonds outstanding under the 1939 Mortgage have the right to require the 1939 Mortgage Trustee to enforce the lien of the 1939 Mortgage and direct the time, method and place of conducting any proceedings for any remedy available to the 1939 Mortgage Trustee under the 1939 Mortgage. (See Section 15 of Article VIII of the 1939 Mortgage.) No holder of bonds outstanding under the 1939 Mortgage has the right to enforce the lien of the 1939 Mortgage without giving to the 1939 Mortgage Trustee written notice of default and unless the holders of a majority in principal amount of outstanding bonds shall have requested the 1939 Mortgage Trustee to act and have offered the 1939 Mortgage Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby and the 1939 Mortgage Trustee shall have failed to take action within 60 days. (See Section 16 of Article VIII of the 1939 Mortgage.) Concerning the 1939 Mortgage Trustee: The Company conducts banking transactions with affiliates of the 1939 Mortgage Trustee in the normal course of the Company's business and uses the 1939 Mortgage Trustee or its affiliates as trustee for various debt issues. LEGAL OPINIONS The validity of the New Bonds will be passed upon for the Company by LeBoeuf, Lamb, Greene, & MacRae, L.L.P., a limited liability partnership including professional corporations, Denver, Colorado and New York, New York and for any underwriters, agents or dealers by Brown & Wood LLP, New York, New York. All legal matters pertaining to titles and the respective liens of the 1993 Mortgage and the 1939 Mortgage will be passed upon only by LeBoeuf, Lamb, Greene, & MacRae, L.L.P. In giving its opinion, Brown & Wood LLP may rely as to all matters of Colorado law upon the opinion of LeBoeuf, Lamb, Greene, & MacRae, L.L.P. EXPERTS Reference is made to the Incorporated Documents for specification of certain information incorporated herein by reference upon the authority of experts. In addition, the statements made in "DESCRIPTION OF THE NEW BONDS -- Security" and "DESCRIPTION OF THE 1939 MORTGAGE", insofar as they are, or refer to, statements of law or legal conclusions, have been prepared or reviewed by LeBoeuf, Lamb, Greene, & MacRae, L.L.P., a limited liability partnership including professional corporations, counsel for the Company, and have been set forth herein on the authority of said firm as experts. PLAN OF DISTRIBUTION The Company may sell each type and series of New Bonds as applicable in any of three ways: (i) directly to a limited number of institutional purchasers or to a single purchaser, (ii) through agents or (iii) through underwriters or dealers. The Prospectus 32 Supplement relating to each series of New Bonds will set forth the terms of the offering of such New Bonds, including the name or names of any such agents, underwriters or dealers; the purchase price of such New Bonds and the net proceeds to the Company from such sale; any underwriting discounts and other items constituting underwriters' compensation; the initial public offering price; and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in any sale of a series of New Bonds, such New Bonds will be acquired by such underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise set forth in the Prospectus Supplement relating to a series of New Bonds, the obligations of any underwriter or underwriters to purchase such New Bonds will be subject to certain conditions precedent and such underwriter or underwriters will be obligated to purchase all of such New Bonds if any are purchased, except that, in certain cases involving a default by one or more underwriters, less than all of such New Bonds may be purchased. If an agent of the Company is used in any sale of a series of New Bonds, any commission payable by the Company to such agent will be set forth in the Prospectus Supplement relating to such series of New Bonds. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any underwriters, dealers or agents participating in the distribution of the New Bonds may be deemed to be underwriters, and any discount or commissions received by them on the sale or resale of New Bonds may be deemed to be underwriting discounts and commissions, under the Securities Act of 1933, as amended (the "1933 Act"). Agents, underwriters and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. 33 - ------------------------------------ ---------------------------------------- No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than contained or incorporated by ref- erence in this Prospectus Supple- ment, the applicable Pricing Supplement or the Prospectus in $250,000,000 connection with the offer made by this Prospectus Supplement, the applicable Pricing Supplement and the Prospectus and, if given or made, such information or repre- LOGO sentations must not be relied upon as having been authorized by the Company or the Agents. Neither the delivery of this Prospectus Supplement, the applicable Pricing PUBLIC SERVICE COMPANY Supplement or the Prospectus nor OF COLORADO any sale made hereunder and there- under shall under any circumstance create an implication that there has not been any change in the affairs of the Company since the date hereof. This Prospectus Supp- lement, the applicable Pricing Supplement and the Prospectus do not constitute an offer or solici- tation by anyone in any juris- diction in which such offer or solicitation is not authorized or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Secured Medium-Term Notes, Series B Due From Nine Months To Thirty Years --------------- From Date of Issue TABLE OF CONTENTS Page Prospectus Supplement ---------------- PROSPECTUS SUPPLEMENT Supplemental Description of ---------------- the Notes.................... S-2 Plan of Distribution.......... S-8 Prospectus Available Information......... 2 Incorporation of Certain Documents By Reference....... 2 Merrill Lynch & Co. The Company................... 3 Goldman, Sachs & Co. Ratio of Consolidated Earnings to Consolidated Fixed Charges. 4 Application of Proceeds........ 4 Description of the New Bonds... 4 Description of the 1939 Mortgage.24 Legal Opinions................ 32 _______, 1996 Experts....................... 32 Plan of Distribution.......... 32 - ------------------------------------ ---------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. SEC registration fee.............................................. $121,213 * Accountants' fees and expenses ................................... 14,000 * Company counsel's fees and expenses .............................. 60,000 * Trustee's fees and expenses, including counsel and authentication fees......................................... 35,000 * Printing expenses................................................. 20,000 * Rating agencies' fees ............................................ 60,000 * Blue Sky fees and expenses........................................ 11,000 * Miscellaneous expenses............................................ 100,000 ------- * Total expenses.................................................... $421,213 - ------------ *Estimated Item 15. Indemnification of Directors and Officers. Sections 7-108-402, 7-109-102, 7-109-103, 7-109-104, 7-109-105, 7-109-106, 7-109-107, 7-109-108 and 7-109-109 of the Colorado Business Corporation Act provide for indemnification of directors, officers, employees, fiduciaries and agents of Colorado corporations such as the Registrant, subject to certain limitations, and authorize such corporations to purchase and maintain insurance on behalf of such persons against any liability incurred in any such capacity or arising out of their status as such. The Registrant currently has such insurance in effect. A resolution adopted at a special meeting of stockholders of the Registrant held in November, 1943, provides: "That each Director and Officer of the Company (or his legal representative) shall be indemnified by the Company against all claims, liabilities, expenses and costs imposed upon or reasonably incurred by him in connection with any action, suit or proceeding, or the settlement or compromise of any such claim, liability, action, suit or proceeding (other than amounts paid to the Company itself), in which he may be involved by reason of his being or having been such Director or Officer of the Company, except in relation to matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his duties as such Director or Officer, provided, however, in respect of any such settlement or compromise that it shall have been determined, by a majority of the Directors of the Company not affected by self interest, that such settlement or compromise should be made, and that such Director or Officer had not been derelict in the performance of his official duties; and provided further that the foregoing indemnity shall not extend to or cover any claims, liabilities, action, suit or proceeding under the Securities Act of 1933, or any costs or expenses in connection therewith unless the Director or Officer of the Company involved shall be finally adjudged in such action, suit or proceeding to have been subject to no liability under said Act, or in case of II-1 settlement or compromise, unless the Company shall have obtained an opinion of independent counsel to the effect that he is not liable under said Act. The foregoing right of indemnification shall not be exclusive of any other right or rights to which such Director or Officer may be entitled as a matter of law." Article XV of the Registrant's Restated Articles of Incorporation, as amended, provides: "To the fullest extent permitted by the Colorado Corporation Code as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Neither the amendment, nor the repeal of this Article, nor the adoption of any provision of the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director of the corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or arisen, prior to such amendment, repeal or adoption." Item 16. Exhibits. Exhibits are listed in the Exhibit Index on page II-6 hereof. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1993 Act"); (ii) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; provided, however, that notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the Company need not file a post-effective amendment to include the information required to be included by subsection (i) or (ii) if such information is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the II-2 securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by final adjudication of such issue. II-3 POWER OF ATTORNEY Each director and/or officer of the Registrant whose signature appears below hereby appoints Wayne H. Brunetti and R.C. Kelly, and each of them severally, as his or her attorneys-in-fact to sign in his or her name and on his or her behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments, including post-effective amendments, to this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of Denver and the State of Colorado, on the 22nd day of October, 1996. PUBLIC SERVICE COMPANY OF COLORADO By:/s/R. C. Kelly ------------------- R.C. Kelly Senior Vice President, Finance, Treasurer and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature Title Date /s/Wayne H. Brunetti - --------------------------------- Wayne H. Brunetti, President and Principal Executive Officer October 22, 1996 Chief Executive Officer and Director /s/R. C. Kelly - --------------------------------- R.C. Kelly, Senior Vice President, Principal Financial Officer October 22, 1996 Finance, Treasurer and Chief Financial Officer /s/ W. Wayne Brown - --------------------------------- W. Wayne Brown, Controller Principal Accounting Officer October 22, 1996 /s/D. D. Hock - --------------------------------- D.D. Hock, Chairman of the Director October 22, 1996 Board and Director II-4 /s/Collis P. Chandler, Jr. - --------------------------------- Collis P. Chandler, Jr. Director October 22, 1996 /s/Doris M. Drury - --------------------------------- Doris M. Drury Director October 22, 1996 /s/Thomas T. Farley - --------------------------------- Thomas T. Farley Director October 22, 1996 /s/Gayle L. Greer - --------------------------------- Gayle L. Greer Director October 22, 1996 /s/A. Barry Hirschfeld - --------------------------------- A. Barry Hirschfeld Director October 22, 1996 /s/George B. McKinley - --------------------------------- George B. McKinley Director October 22, 1996 /s/Will F. Nicholson, Jr. - --------------------------------- Will F. Nicholson, Jr. Director October 22, 1996 /s/J. Michael Powers - --------------------------------- J. Michael Powers Director October 22, 1996 /s/Thomas E. Rodriguez - --------------------------------- Thomas E. Rodriguez Director October 22, 1996 /s/Rodney E. Slifer - --------------------------------- Rodney E. Slifer Director October 22, 1996 /s/W. Thomas Stephens - --------------------------------- W. Thomas Stephens Director October 22, 1996 /s/Robert G. Tointon - --------------------------------- Robert G. Tointon Director October 22, 1996
II-5 EXHIBIT INDEX 1 Form of Distribution Agreement 3(a)* Restated Articles of Incorporation of the Registrant dated July 9, 1990 (Form S-3, File No. 33-54877 - Exhibit 3(a)). 3(b)* Articles of Amendment of the Restated Articles of Incorporation of the Registrant dated May 11, 1994 (Form S-3, File No. 33-54877 - Exhibit 3(b)). 4(a)(1)* Indenture, dated as of December 1, 1939, providing for the issuance of First Mortgage Bonds (Form 10 for 1946-Exhibit (B-1)). 4(a)(2)* Indentures supplemental to Indenture dated as of December 1, 1939:
Previous Filing: Previous Filing: Form; Date or Form, Date or Exhibit Dated as of File No. Exhibit No. Dated as of File No. No. - ----------- -------- ----------- ----------- -------- --- Mar. 14, 1941 10, 1946 B-2 July 1, 1968 8-K, July 1968 2 May 14, 1941 10, 1946 B-3 Apr. 25, 1969 8-K, Apr. 1969 1 Apr. 28, 1942 10, 1946 B-4 Apr. 21, 1970 8-K, Apr. 1970 1 Apr. 14, 1943 10, 1946 B-5 Sept. 1, 1970 8-K, Sept. 1970 2 Apr. 27, 1944 10, 1946 B-6 Feb. 1, 1971 8-K, Feb. 1971 2 Apr. 18, 1945 10, 1946 B-7 Aug. 1, 1972 8-K, Aug. 1972 2 Apr. 23, 1946 10-K, 1946 B-8 June 1, 1973 8-K, June 1973 1 Apr. 9, 1947 10-K, 1946 B-9 Mar. 1, 1974 8-K, Apr. 1974 2 June 1, 1947 S-1, (2-7075) 7(b) Dec. 1, 1974 8-K, Dec. 1974 1 Apr. 1, 1948 S-1, (2-7671) 7(b)(1) Oct. 1, 1975 S-7, (2-60082) 2(b)(3) May 20, 1948 S-1, (2-7671) 7(b)(2) Apr. 28, 1976 S-7, (2-60082) 2(b)(4) Oct. 1, 1948 10-K, 1948 4 Apr. 28, 1977 S-7, (2-60082) 2(b)(5) Apr. 20, 1949 10-K, 1949 1 Nov. 1, 1977 S-7, (2-62415) 2(b)(3) Apr. 24, 1950 8-K, Apr.1950 1 Apr. 28, 1978 S-7, (2-62415) 2(b)(4) Apr. 18, 1951 8-K, Apr. 1951 1 Oct. 1, 1978 10-K, 1978 D(1) Oct. 1, 1951 8-K, Nov. 1951 1 Oct. 1, 1979 S-7, (2-66484) 2(b)(3) Apr. 21, 1952 8-K, Apr. 1952 1 Mar. 1, 1980 10-K, 1980 4(c) Dec. 1, 1952 S-9, (2-11120) 2(b)(9) Apr. 28, 1981 S-16,(2-74923) 4(c) Apr. 15, 1953 8-K, Apr. 1953 2 Nov. 1, 1981 S-16,(2-74923) 4(d) April 19, 1954 8-K, Apr. 1954 1 Dec. 1, 1981 10-K, 1981 4(c) Oct. 1, 1954 8-K, Oct. 1954 1 Apr. 29, 1982 10-K, 1982 4(c) Apr. 18, 1955 8-K, Apr. 1955 1 May 1, 1983 10-K, 1983 4(c) Apr. 24, 1956 10-K, 1956 1 Apr. 30, 1984 S-3,(2-95814) 4(c) May 1, 1957 S-9, (2-13260) 2(b)(15) Mar. 1, 1985 10-K, 1985 4(c) April 10, 1958 8-K, Apr. 1958 1 Nov. 1, 1986 10-K, 1986 4(c) May 1, 1959 8-K, May 1959 2 May 1, 1987 10-K, 1987 4(c) Apr. 18, 1960 8-K, Apr. 1960 1 July 1, 1990 S-3,(33-37431) 4(c) Apr. 19, 1961 8-K, Apr. 1961 1 Dec. 1, 1990 10-K, 1990 4(c) Oct. 1, 1961 8-K, Oct. 1961 2 Mar. 1, 1992 10-K, 1992 4(d) Mar. 1, 1962 8-K, Mar. 1962 3(a) Apr. 1, 1993 10-Q, June 30, 1993 4(a) June 1, 1964 8-K, June 1964 1 June 1, 1993 10-Q, June 30, 1993 4(b) May 1, 1966 8-K, May 1966 2 Nov. 1, 1993 S-3, (33-51167) 4(a)(3) July 1, 1967 8-K, July 1967 2 Jan. 1, 1994 10-K, Dec. 31, 1993 4(a)(3) Sept. 2, 1994 8-K, Sept. 1994 4(a) May 1, 1996 10-Q, June 30, 1996 4(a)
4(a)(3) Form of Supplemental Indenture establishing series of First Mortgage Bonds under the Indenture, dated as of December 1, 1939. II-6 4(b)(1)* Indenture, dated as of October 1, 1993, providing for the issuance of First Collateral Trust Bonds (Form 10-Q, September 30, 1993 - Exhibit 4(a)). 4(b)(2)* Indentures supplemental to Indenture dated as of October 1, 1993:
Previous Filing: Form; Date or Exhibit Dated as of File No. No. ----------- -------- --- November 1, 1993 S-3, (33-51167) 4(b)(2) January 1, 1994 10-K, Dec. 31, 1993 4(b)(3) September 2, 1994 8-K, Sept. 1994 4(b) May 1, 1996 10-Q, June 30, 1996 4(b)
4(b)(3) Form of Supplemental Indenture establishing series of First Collateral Trust Bonds under the Indenture, dated as of October 1, 1993. 5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a partnership including professional corporations. 12 Computation of Ratio of Consolidated Earnings to Consolidated Fixed Charges. 15 Letter of Arthur Andersen LLP regarding interim unaudited financial information. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a partnership including professional corporations is included in its opinion filed as Exhibit 5. 24 Power of Attorney is included on page II-4 hereof. 25 Statement of Eligibility of First Trust of New York, National Association, as successor trustee under the Indenture, dated as of October 1, 1993. - ----------------- * Previously filed as indicated and incorporated herein by reference. II-7 EX-1 2 FORM OF DISTRIBUTION AGREEMENT Exhibit 1 PUBLIC SERVICE COMPANY OF COLORADO (a Colorado corporation) Secured Medium-Term Notes, Series B Due From Nine Months to Thirty Years from Date of Issue DISTRIBUTION AGREEMENT [DATE] MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center 10th Floor, North Tower New York, New York 10281-1310 GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 Dear Sirs: Public Service Company of Colorado, a Colorado corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (each an "Agent"; collectively, the "Agents") with respect to the issue and sale by the Company of its Secured Medium-Term Notes, Series B (being a series of First Collateral Trust Bonds) (the "Notes"). The Notes are to be issued under the Company's Indenture dated as of October 1, 1993, as heretofore supplemented by various supplemental indentures, including a supplemental indenture dated as of November 1, 1996, to First Trust of New York, National Association, as successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York). Said Indenture as so supplemented and to be supplemented is hereinafter called the "Indenture" and such supplemental indenture dated as of November 1, 1996 is hereinafter called the "Supplemental Indenture". As of the date hereof, the Company has authorized the issuance and sale of up to $250,000,000 aggregate principal amount of Notes to or through the Agents pursuant to the terms of this Agreement. This Agreement provides both for the sale of Notes by the Company to one or more Agents as principal for resale to investors and other purchasers and for the sale of Notes by the Company directly to investors (as may from time to time be specified by the Company and agreed to by the applicable Agent), in which case such Agent will act as an agent of the Company in soliciting purchases of the Notes. The Company may also sell Notes directly to investors and other investors on its own behalf and not through an Agent acting as agent. The Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (No. 333-[ ]) for the registration of First Collateral Trust Bonds, including the Notes, under the Securities Act of 1933 (the "1933 Act") and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations"). Such registration statement, [as amended], was declared effective by the SEC at [ ], Eastern Standard Time, on [ ] (the later of such time and date or the time and date of the filing thereafter of the Company's most recent Annual Report on Form 10-K (a "10-K Report") is hereinafter called the "Effective Date"). The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such registration statement and the prospectus constituting a part thereof, and any prospectus supplement and pricing supplement relating to the Notes, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), or the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to the Agents by the Company for use in connection with the offering of the Notes, whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Agents for such use. -2- SECTION 1. Appointment as Agents. (a) Appointment of Agents. Subject to the terms and conditions stated herein, the Company hereby agrees that Notes will be sold to or through the Agents, except that the Company reserves the right to sell the Notes on its own behalf directly to investors in those jurisdictions where it is authorized to do so and, from time to time, to appoint additional agents to sell the Notes, provided that the Company shall furnish the Agents with reasonable advance notification of the appointment of any additional agent to sell the Notes and provided further that such additional agents shall be required to execute distribution agreements in form and substance substantially similar to this Agreement. (b) Sale of Notes. The Company shall not sell or approve the solicitation of purchases of Notes in excess of the amount which shall be authorized by the Company from time to time or in excess of the aggregate principal amount of Notes registered pursuant to the Registration Statement. The Agents shall have no responsibility for maintaining records with respect to the aggregate principal amount of Notes sold, or of otherwise monitoring the availability of Notes for sale, under the Registration Statement. (c) Purchases as Principal. The Agents shall not have any obligation to purchase Notes from the Company as principal, but one or more Agents may agree from time to time to purchase Notes as principal for resale to investors and other purchasers determined by such Agent or Agents. Any such purchase of Notes by an Agent as principal shall be made in accordance with Section 3(a) hereof. (d) Solicitations as Agent. If requested by the Company and agreed to by an Agent, such Agent, acting solely as agent for the Company and not as principal, will solicit purchases of the Notes. Such Agent will communicate to the Company, orally, each offer to purchase Notes solicited by it on an agency basis, other than those offers rejected by such Agent. Such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Company may accept or reject any proposed purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by it and accepted by the Company. Such Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay to such Agent any commission to which it would otherwise be entitled absent such default. -3- (e) Reliance. The Company and the Agents agree that any Notes purchased by one or more Agents as principal shall be purchased, and any Notes the placement of which an Agent arranges as agent shall be placed by such Agent in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein. SECTION 2. Representations and Warranties. (a) The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether to such Agent as principal or through such Agent as agent), as of the date of each delivery of Notes (whether to such Agent as principal or through such Agent as agent) (the date of each such delivery to an Agent as principal being hereafter referred to as a "Settlement Date"), and as of the times referred to in Section 7(a) hereof (each of the times referenced above being referred to hereafter as a "Representation Date"), as follows: (i) Registration Statement and Prospectus. At the Effective Date, the Registration Statement and the Indenture complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC promulgated thereunder. The Registration Statement, at the Effective Date, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective and as of the applicable Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of the date hereof does not, and as of the applicable Representation Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Agents expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which constitutes the Trustee's Statement of Eligibility under the 1939 Act (Form T-1). -4- (ii) Incorporated Documents. The documents incorporated by reference into the Prospectus, at the time they were or hereafter are filed with the SEC, complied or when so filed will comply, as the case may be, in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder (the "1934 Act Regulations"), and, when read together and with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. (iii) Accountants. The accountants who certified the financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (iv) Financial Statements. The financial statements and any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the results of their operations for the periods specified; except as otherwise stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. (v) Material Changes or Material Transactions. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material in relation to the Company and its subsidiaries considered as one enterprise; and, except as so stated or contemplated, neither the Company nor any of its subsidiaries has any contingent obligations which are material to the Company and its subsidiaries considered as one enterprise. -5- (vi) Due Incorporation and Qualification. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Colorado with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise. (vii) Authorization and Validity of this Agreement, the Indenture and the Notes. This Agreement has been duly and validly authorized by the Company and, upon execution and delivery by the Agents and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained herein, will be a valid and binding agreement of the Company; the Indenture and the Supplemental Indenture have each been duly and validly authorized by the Company and, upon execution and delivery of the Supplemental Indenture by the Trustee, the Indenture (including the Supplemental Indenture) will be a valid and binding mortgage of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation, bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the Indenture; the issuance and sale by the Company of the Notes pursuant to this Agreement have been duly authorized by all necessary corporate action and, when issued, authenticated and delivered by the Company pursuant to this Agreement and the Indenture against payment of the consideration therefor, the Notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation, bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the Indenture; and the Notes and the Indenture will be substantially in the form heretofore delivered to the Agents and conform in all material respects to all statements relating thereto contained in the Prospectus; and the Notes will be entitled to the benefits and security of the Indenture, and will be secured equally and ratably (except to the extent that any sinking, amortization, improvement or other fund may afford -6- additional security for the bonds of any particular series) with all other bonds outstanding under the Indenture. (viii) Class A Bonds. The issuance and delivery by the Company of the Class A Bonds (as defined in the Indenture) to be made the basis of the authentication and delivery of the Notes (the "Class A Bonds") have been duly authorized by all necessary corporate action; and when (i) the Class A Bonds have been issued, authenticated and delivered to the Trustee pursuant to the Indenture and (ii) the Notes have been issued, authenticated and delivered to the Purchasers pursuant to this Agreement against payment of the consideration therefor specified herein, the Class A Bonds will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the PSCO 1939 Mortgage (as defined in the Indenture), and will be entitled to the benefits of the PSCO 1939 Mortgage. (ix) No Defaults. The Company is not in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound or any law, administrative regulation or administrative or court order or decree except to the extent set forth in the Registration Statement and the Prospectus or except to the extent that such violation or default would not have a material adverse effect on the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise; and the execution and delivery of this Agreement and the Supplemental Indenture, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein and therein will not conflict with or constitute a breach of, or default under or (other than under the Indenture and the PSCO 1939 Mortgage with respect to the Notes and the Class A Bonds) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any contract, lease, note, mortgage, indenture, loan agreement or other instrument to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any law, administrative regulation or administrative or court order or decree. -7- (x) Legal Proceedings; Contracts. Except as may be set forth in the Registration Statement and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which would result in any material adverse change in the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or which would materially and adversely affect the consummation of this Agreement; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed. (xi) Authorization, Approval and Consent. The Company has filed with The Public Utilities Commission of the State of Colorado (the "Colorado Commission") an application with respect to, among other things, the issuance and sale of the Company's debt securities, including the Notes, and the Colorado Commission has issued its order authorizing and approving such issuance and sale. If the above-mentioned order continues in full force and effect, no further consent, order or authorization of or decree or approval by the Colorado Commission or any other court or governmental or regulatory authority or body is necessary in connection with the consummation by the Company of the transactions contemplated by this Agreement or the issuance and sale by the Company of the Notes pursuant to this Agreement, except that there must be compliance with the securities laws in the jurisdictions in which the Notes are to be offered and sold. (xii) Ratings. The medium-term note program pursuant to which the Notes are being issued (the "Program") as well as the Notes are rated [ ] by Standard & Poor's Ratings Service and [ ] by Moody's Investors Service, Inc., or such other rating as to which the Company shall have most recently notified the Agents pursuant to Section 4(a) hereof. (xiii) Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each, a "Significant Subsidiary"), as defined in Rule 405 of Regulation C of the 1933 Act Regulations, has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of -8- business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each Significant Subsidiary has been duly and validly issued and is fully paid and non-assessable; and all of the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except that the stock of certain of such subsidiaries is pledged under the PSCO 1939 Mortgage. (b) Additional Certifications. Any certificate signed by any officer of the Company and delivered to one or more Agents or to counsel for the Agents in connection with an offering of Notes to one or more Agents as principal or through an Agent as agent shall be deemed a representation and warranty by the Company to such Agent or Agents as to the matters covered thereby on the date of such certificate. SECTION 3. Purchases as Principals; Solicitations as Agents. (a) Purchases as Principals. Unless otherwise specified by the Company and agreed to by an Agent, Notes shall be purchased by one or more Agents as principal in accordance with terms agreed upon by such Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be agreed upon orally, with written confirmation prepared by such Agent or Agents and facsimiled to the Company). An Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Agents may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes by one or more Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(l), 7(a), 7(b) and 7(c) hereof. (b) Solicitations as Agents. On the basis of the representations and warranties herein contained, but subject to -9- the terms and conditions herein set forth, when agreed by the Company and an Agent, such Agent, as an agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Agent. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. As soon as practicable after receipt of instructions from the Company, the Agents will suspend solicitation of offers to purchase the Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto. (c) Administrative Procedures. The purchase price, interest rate or formula, maturity date and other terms of the Notes (as applicable) specified in Exhibit A hereto shall be agreed upon by the Company and the applicable Agent or Agents and specified in a pricing supplement to the Prospectus (each, a "Pricing Supplement") to be prepared in connection with each sale of Notes. Except as may be otherwise specified in the applicable Pricing Supplement, the Notes will be issued in denominations of U.S. $100,000 or any larger amount that is an integral multiple of U.S. $1,000. Administrative procedures with respect to the sale of Notes shall be agreed upon from time to time by the Agents, the Company and the Trustee (the "Procedures"). The Agents and the Company agree to perform, and the Company agrees to cause the Trustee to agree to perform, their respective duties and obligations specifically provided to be performed by them in the Procedures. SECTION 4. Covenants of the Company. The Company covenants with each Agent as follows: (a) Notice of Certain Events. The Company will notify the Agents immediately, and confirm the notice in writing, (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the transmittal to the SEC for filing of any amendment or supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the SEC with respect to the Registration Statement or the Prospectus, -10- (iv) of any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. In addition, the Company will notify the Agents if the rating assigned by any nationally recognized statistical rating organization to the Program or any debt securities of the Company shall have been changed, or if any such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Program or any debt securities of the Company or shall have withdrawn the rating of the Program or any debt securities of the Company, promptly after learning of any such event. (b) Notice of Certain Proposed Filings. Except as otherwise provided in subsection (j) of this Section 4, the Company will give the Agents advance notice of its intention to file or prepare any additional registration statement with respect to the registration of additional Notes, any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than a Pricing Supplement), whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish to the Agents copies of any such amendment or supplement or other documents a reasonable time in advance of such filing or use. (c) Copies of the Registration Statement and the Prospectus. The Company will deliver to each Agent one (1) signed and as many conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as the Agents may reasonably request. The Company will furnish to the Agents as many copies of the Prospectus (as amended or supplemented) as the Agents shall reasonably request so long as the Agents are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes. (d) Revisions of Prospectus -- Material Changes. Except as otherwise provided in subsection (j) of this Section 4, if any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the -11- 1933 Act or the 1933 Act Regulations, the Company shall give immediate notice, confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in their capacity as agents and to cease sales of any Notes the Agents may then own as principals, and the Company will promptly prepare and file with the SEC such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. (e) Periodic Financial Information. Except as otherwise provided in subsection (j) of this Section 4, on the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall furnish such information to the Agents, confirmed in writing. (f) Prospectus Revisions -- Audited Financial Information. Except as otherwise provided in subsection (j) of this Section, on the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall furnish such information to the Agents, confirmed in writing. (g) Earnings Statements. The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering each twelve month period beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in such Rule 158) of the Registration Statement with respect to each sale of Notes. (h) Blue Sky Qualifications. The Company will endeavor, in cooperation with the Agents, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as provided above. The Company will promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any such state or jurisdiction or the initiation or threatening of any proceeding for such purpose. -12- (i) 1934 Act Filings. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Notes, will file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act within the time periods prescribed by the 1934 Act and the 1934 Act Regulations. (j) Suspension of Certain Obligations. The Company shall not be required to comply with the provisions of subsections (b), (d), (e) or (f) of this Section 4 or of subsections (a), (b), (c) or (d) of Section 7 during any period from the time the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company to cease such solicitations, until such time as the Company notifies the Agents that solicitation of purchases of the Notes should be resumed; provided, however, that compliance with such subsections shall be required for any portion of such period during which any Agent has notified the Company that it holds any Notes purchased hereunder as principal pursuant hereto. (k) Preparations of Pricing Supplements. The Company will prepare, with respect to any Notes to be sold to or through one or more Agents pursuant to this Agreement, a Pricing Supplement with respect to such Notes in a form previously approved by the Agents and will file such Pricing Supplement pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of business of the SEC on the third business day after the date on which such Pricing Supplement is first used. (l) Stand-Off Agreement. If specified by the applicable Agent or Agents in connection with a purchase of Notes from the Company as principal, between the date of the agreement to purchase such Notes and the Settlement Date with respect to such purchase, the Company will not, without the prior written consent of such Agent or Agents, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any debt securities of the Company (other than the Notes that are to be sold pursuant to such agreement or commercial paper and borrowings under bank lines of credit in the ordinary course of business). SECTION 5. Conditions of Obligations. The obligations of the Agents to purchase Notes from the Company as principal and to solicit offers to purchase Notes as agents of the Company, and the obligations of any purchaser of Notes sold through an Agent as agent, will be subject at all times to the accuracy of the representations and warranties on the part of the Company herein contained and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements herein contained and to the following additional conditions precedent: -13- (a) At the date hereof, the Agents shall have received a certificate, dated the date hereof, of the Company signed by its President or one of its Vice Presidents and the Treasurer or an Assistant Treasurer of the Company, substantially in the form thereof attached as Appendix I hereto. (b) At the date hereof, the Agents shall have received opinions, dated the date hereof, of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Company, and Brown & Wood LLP, counsel for the Agents, substantially in the forms thereof attached hereto as Appendix II and III, respectively, with reproduced or conformed copies thereof for each of the Agents. (c) At the date hereof, the Agents shall have received a letter, dated the date hereof, from Arthur Andersen LLP, substantially to the effect set forth in Appendix IV hereto, with reproduced or conformed copies thereof for each of the Agents. (d) At the date hereof, Brown & Wood LLP, counsel for the Agents, shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Notes and the issuance and delivery of the Class A Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy or completeness of any of the representations or warranties, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Notes and the issuance and delivery of the Class A Bonds as herein contemplated shall be satisfactory in form and substance to the Agents and Brown & Wood LLP. SECTION 6. Delivery of and Payment for Notes Sold through an Agent. Delivery of Notes sold through an Agent as agent shall be made by the Company to such Agent for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, such Agent shall promptly notify the Company and deliver such Note to the Company and, if such Agent has theretofore paid the Company for such Note, the Company will promptly return such funds to such Agent. If such failure occurred for any reason other than default by such Agent in the performance of its obligations hereunder, the Company will reimburse such Agent on an equitable basis for its loss of the use of the funds for the period such funds were credited to the -14- Company's account but in no event shall the Company be required to pay such Agent any commission with respect to such Note. SECTION 7. Subsequent Documentation Requirements of the Company. The Company covenants and agrees that: (a) Subsequent Delivery of Certificates. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement and other than by an amendment or supplement which relates exclusively to the issuance and/or offering of securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance and/or offering of securities other than the Notes, unless an Agent shall otherwise specify), or (iii) (if required by an Agent in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, to the effect that the statements contained in the certificate referred to in Section 5(a) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(a) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (b) Subsequent Delivery of Legal Opinions. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or an amendment or supplement providing solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of debt securities other than the Notes), (ii) there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless an Agent shall otherwise reasonably request), or (iii) (if required by an Agent in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the Company, dated the date of filing with the SEC of such supplement or document, the -15- date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(b) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; or, in lieu of such opinion, such counsel shall furnish the Agents with a letter substantially in the form of Appendix V hereto to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (c) Subsequent Delivery of Comfort Letters. Each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (ii) there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information, or (iii) (if required by an Agent in connection with the purchase of Notes from the Company by one or more Agents as principal) the Company sells Notes to such Agent or Agents as principal, the Company shall cause Arthur Andersen LLP forthwith to furnish the Agents a letter, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents, of the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, Arthur Andersen LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information. (d) Subsequent Delivery of Documents Pursuant to the Indenture. Each time that the Company shall deliver documents to the Trustee pursuant to Article IV of the Indenture with respect to the Notes or Article III of the PSCo 1939 Mortgage (as defined in the Indenture) with respect to Class A Bonds being issued with respect to the Notes, the Company shall furnish or cause to be furnished to the Agents and to counsel to the Agents a copy of such documents. -16- SECTION 8. Indemnification. (a) Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act or any other statute or common law and to reimburse each such Agent and controlling person for any legal or other expenses (including, subject to subparagraph (c) of this Section 8, reasonable counsel fees) incurred by them, as incurred, in connection with any such losses, claims, damages or liabilities or in connection with investigating or preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or in connection with effecting a settlement of any such litigation, investigation or proceeding (if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities, expenses, litigation, investigations or proceedings arise out of, or are based upon, an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or an untrue statement or alleged untrue statement of a material fact included in the Prospectus, as it may have been or be amended or supplemented, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this subparagraph (a) shall not apply to any such losses, claims, damages, liabilities, expenses, litigation, investigations or proceedings arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Agents expressly for use in the Prospectus, or any amendment or supplement thereto, or arising out of, or based upon, any such untrue statement or alleged untrue statement in, or any such omission or alleged omission from, the Trustee's Statement of Eligibility under the 1939 Act filed as an exhibit to the Registration Statement; and provided, further, that the indemnity agreement contained in this subparagraph (a) shall not inure to the benefit of any Agent or of any person controlling such Agent on account of any such loss, claim, damage, liability, expense, litigation, investigation or proceeding arising from the sale of Notes to any person if (i) such Agent shall have failed to send or give to such person (A) with or prior to the written confirmation of such sale, a copy of the Prospectus together with any amendments or supplements thereto which shall theretofore have been furnished to such Agent, or (B) with or prior to the delivery of such Notes to such person, a copy of any amendment or supplement to the Prospectus which shall have been furnished to such Agent subsequent to such written confirmation and prior to the delivery -17- of such Notes to such person, and (ii) in either such case, any untrue or misleading statement or omission made or alleged to have been made shall have been eliminated or remedied in the Prospectus or the amendment or supplement thereto which such Agent so failed to send or give to such person and such Agent would not have been liable had a copy of such Prospectus, amendment or supplement, as the case may be, been so sent or given to such person. Each Agent agrees promptly to notify the Company and each other Agent of the commencement of any litigation, investigations or proceedings against it or any such controlling person in connection with the issuance and sale of the Notes. (b) Indemnification of the Company. Each Agent agrees to indemnify and hold harmless the Company, its directors and officers, and each person who controls the Company within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act or any other statute or common law and to reimburse each of them for any legal or other expenses (including, subject to subparagraph (c) of this Section 8, reasonable counsel fees) incurred by them, as incurred, in connection with any such losses, claims, damages or liabilities or in connection with investigating or preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or in connection with effecting a settlement of any such litigation, investigation or proceeding (if such settlement is effected with the written consent of each Agent affected thereby), insofar as such losses, claims, damages, liabilities, expenses, litigations, investigations or proceedings arise out of or are based upon an untrue statement or alleged untrue statement of a material fact included in the Prospectus, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Agents expressly for use in the Prospectus, or any amendment or supplement thereto. The Company agrees promptly to notify the Agents of the commencement of any litigation, investigation or proceeding against it, any such director or officer, or any such controlling person, in connection with the issuance and sale of the Notes. (c) General. The Company and the several Agents each agrees that, upon receipt of notice of the commencement of any action against it or any director, officer or person controlling the Company or any person controlling such Agent as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified -18- party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense, of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to one local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The indemnity agreements contained in this Section 8 shall be in addition to any liability which the Company or the Agents may otherwise have. SECTION 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (a) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto; (b) The preparation, filing and reproduction of this Agreement; (c) The preparation, printing, issuance and delivery of the Notes, including any fees and expenses relating to the use of book-entry notes; (d) The fees and disbursements of the Company's accountants and counsel, of the Trustee and its counsel, and of The Depository Trust Company; (e) The reasonable fees and disbursements of counsel to the Agents incurred in connection with the establishment of the program relating to the Notes and incurred from time to time in connection with the transactions contemplated hereby; (f) The qualification of the Notes under state securities or "Blue Sky" laws in accordance with the provisions of Section 4(h) hereof, including filing fees and the reasonable fees and disbursements of counsel to the Agents in connection therewith and in connection with the preparation of any Blue Sky Survey and any Legal Investment Survey, and the printing and delivery to the Agents of copies of any Blue Sky Survey and any Legal Investment Survey; -19- (g) The printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Notes; (h) The preparation, printing and delivery to the Agents of copies of the Indenture and all supplements and amendments thereto; (i) Any fees charged by rating agencies for the rating of the Notes; (j) The fees and expenses incurred in connection with the listing of the Notes on any securities exchange; (k) The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; (l)The cost of providing any CUSIP or other identification numbers for the Notes; and (m) Any reasonable out-of-pocket expenses incurred by the Agents in connection with this Agreement, provided that the Agents have notified the Company of any such expenses prior to incurring such expenses. SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person of an Agent, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes. SECTION 11. Termination. (a) Termination of this Agreement. This Agreement (excluding any agreement by one or more Agents to purchase Notes from the Company as principal) may be terminated for any reason, at any time by either the Company or an Agent with respect to such Agent upon the giving of 30 days' written notice of such termination to the other parties hereto. (b) Termination of Agreement to Purchase Notes as Principal. An Agent or Agents may terminate any agreement by such Agent or Agents to purchase Notes from the Company as -20- principal, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto, if: (i) (A) the Company shall have failed or refused to perform any covenant or agreement on its part to be performed hereunder at or prior to the Settlement Date, or (B) the conditions specified in Section 5 hereof shall not have been fulfilled; (ii) the subject matter of the Prospectus or of any amendment or supplement to the Prospectus (other than an amendment or supplement relating solely to the activities of any Agent or Agents), in the reasonable judgment of such Agent, shall have made it impracticable for such Agent to market the Notes, or to enforce contracts for the sale of the Notes, upon the terms specified in the Prospectus; (iii) (A) there shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis, (B) trading in the Common Stock of the Company shall have been suspended by the SEC or any national securities exchange, or trading generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on said exchange or by order of the SEC or any other governmental authority having jurisdiction, or (C) a banking moratorium shall have been declared by either Federal or New York State authorities, in any such case with the result that, in the reasonable judgment of such Agent, it shall be impracticable for such Agent to market the Notes, or to enforce contracts for the sale of the Notes, upon the terms specified in the Prospectus; or (iv) the rating assigned by Moody's Investors Service, Inc. or Standard & Poor's Ratings Service to the Program or any debt securities of the Company as of the date of such agreement to purchase Notes from the Company as principal shall have been lowered since such date or Moody's Investors Service, Inc. or Standard & Poor's Ratings Service shall have informed the Company or publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Program or any debt securities of the Company or shall have withdrawn its rating of the Program or any debt securities of the Company. (c) General. In the event of any such termination, no party will have any liability in respect of this Agreement or such agreement to purchase Notes from the Company as principal, as the case may be, to the other parties hereto or thereto, -21- except that (i) the Agents shall be entitled to any commissions earned in accordance with the third paragraph of Section 3(b) hereof, (ii) if at the time of termination (a) any Agent shall own any Notes purchased by it hereunder as principal with the intention of reselling them and shall so notify the Company or (b) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto has not occurred, the covenants set forth in Sections 4 and 7 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, (iii) the covenant set forth in Section 4(g) hereof, the indemnity agreement set forth in Section 8 hereof, and the provisions of Sections 10, 13 and 14 hereof shall remain in effect and (iv) if such termination is pursuant to subsection (a), (b)(i), (b)(ii) or (b)(iv) of this Section 11, the Company shall reimburse the expenses of the Agents and their counsel to the extent provided in Section 9. SECTION 12. Notices. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail, by telegram or by facsimile (confirmed by telephone), and any such notice shall be effective when received at the address specified below. If to the Company: Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202 Attention: Facsimile: Telephone: If to the Agents: Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower, 10th Floor New York, New York 10281-1310 Attention: MTN Product Management Facsimile: (212) 449-2234 Telephone: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Credit Control - Medium-Term Notes Facsimile: (212) 357-8680 Telephone: (212) 902-3711 -22- or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 12. SECTION 13. Parties. This Agreement shall inure to the benefit of and be binding upon each Agent and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase. SECTION 14. Governing Law. This Agreement and all the rights and obligations of the parties created hereby shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State. SECTION 15. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts hereof shall constitute a single instrument. -23- If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement among the Agents and the Company in accordance with its terms. Very truly yours, PUBLIC SERVICE COMPANY OF COLORADO By________________________________ Title: CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED By__________________________________ Name: Title: GOLDMAN, SACHS & CO. ____________________________________ (Goldman, Sachs & Co.) -24- EXHIBIT A The following terms, if applicable, shall be agreed to by one or more Agents and the Company in connection with each sale of Notes: Principal Amount: $________ Interest Rate: Default Rate: Interest Payment Dates: If Redeemable at the option of the Company: Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: If Repayable at the option of Holders: Repayment Date(s): Repayment Price: Original Issue Date: Date of Maturity: Authorized Denomination: Purchase Price: ___%, plus accrued interest, if any, from ____________ Settlement Date and Time: Additional Terms: In connection with the purchase of Notes from the Company by one or more Agents as principal, agreement as to whether the following will be required: Officer's Certificate pursuant to Section 7(a) of the Distribution Agreement. Legal Opinions pursuant to Section 7(b) of the Distribution Agreement. Comfort Letter pursuant to Section 7(c) of the Distribution Agreement. Stand-off Agreement pursuant to Section 4(l) of the Distribution Agreement. -1- Schedule A As compensation for the services of the Agents hereunder, the Company shall pay the applicable Agent, on a discount basis, a commission for the sale of each Note equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: Percent of Maturity Ranges Principal Amount --------------- ---------------- From 9 months to less than 1 year . . . . . . . .125% From 1 year to less than 18 months . . . . . . . .150% From 18 months to less than 2 years . . . . . . .200% From 2 years to less than 3 years . . . . . . . .250% From 3 years to less than 4 years . . . . . . . .350% From 4 years to less than 5 years . . . . . . . .450% From 5 years to less than 6 years . . . . . . . .500% From 6 years to less than 7 years . . . . . . . .550% From 7 years to less than 10 years . . . . . . . .600% From 10 years to less than 15 years . . . . . . .625% From 15 years to less than 20 years . . . . . . .700% From 20 years to 30 years . . . . . . . . . . . .750% -1- APPENDIX I FORM OF OFFICER'S CERTIFICATE ----------------------------- PUBLIC SERVICE COMPANY OF COLORADO We, [authorized officers' names], [the President] [a Vice President] and [the Treasurer] [an Assistant Treasurer] respectively, of Public Service Company of Colorado, a Colorado corporation (the "Company"), pursuant to Section 5(a) of the Distribution Agreement dated _____________ (the "Distribution Agreement") among the Company and [Agents], hereby certify that, to the best of our knowledge, after reasonable investigation: 1. Since the respective dates as of which information is given in the Registration Statement and Prospectus (as such terms are defined in the Distribution Agreement), except as otherwise stated therein or contemplated thereby, [or since [insert date of applicable agreement by an Agent to purchase Notes from the Company as principal]], there has not been any material adverse change in the business, property or condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; 2. The representations and warranties of the Company contained in Section 2 of the Distribution Agreement are true and correct with the same force and effect as though expressly made at and as of the date hereof; 3. The Company has performed or complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date hereof; and 4. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Securities and Exchange Commission. I-1 IN WITNESS WHEREOF, we have hereunto signed our names and affixed the seal of the Company. Dated: _____________, ____ ________________________________ [Title] [SEAL] ________________________________ [Title] I-2 Appendix II to Distribution Agreement [LETTERHEAD OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.] [Agents] Ladies and Gentlemen: We have acted as counsel to Public Service Company of Colorado (the "Company") in connection with the sale by the Company of up to $250,000,000 aggregate principal amount of its Secured Medium-Term Notes, Series B (being a series of First Collateral Trust Bonds) (the "Notes"), which are registered pursuant to the registration statement (File No. 333-____) of the Company for the registration under the Securities Act of 1933, as amended (the "1933 Act"), of up to $400,000,000 in aggregate principal amount of its First Collateral Trust bonds, including the Notes. This opinion is being delivered to you pursuant to Section 5(b) of the Distribution Agreement, dated _______ (the "Agreement"), between the Company and the several agents named therein (the "Agents"). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Agreement. We are not general counsel to the Company and our representation of the Company consists of advising it with respect to corporate and regulatory matters as to which we have been specifically consulted. We are familiar with the legal matters pertaining to, and the corporate proceedings of the Company taken with respect to, the authorization of the issuance and sale by the Company of the Notes and the authorization of the issuance and delivery of the Class A Bonds. We have examined, among other things, the Registration Statement and the Prospectus, and any amendment or supplement thereto, the corporate records of the Company, the Indenture, the Supplemental Indenture creating the Notes, the PSCO 1939 Mortgage and the supplemental indenture thereto (the "1939 Supplemental Mortgage") under which the Class A Bonds are being issued, the proceedings before The Public Utilities Commission of the State of Colorado with respect to the issuance and sale of the Notes and the issuance and delivery of the Class A Bonds and such other proceedings, papers and documents as we have deemed relevant for the purpose of rendering the opinions enumerated below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of all such latter documents. We have relied as to various questions of fact upon discussions with officers and representatives of the Company and the representations and warranties of the Company contained in the Agreement and upon the certificates of public officials and of officers of the Company being delivered to you thereunder. With respect to the opinions expressed in paragraphs (xii), (xiii) and (xiv) below, we have relied on information obtained from public records and from the Company. On the basis of the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Colorado with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, as amended or supplemented to the date hereof. (ii) To the best of our knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, properties or operations of the Company and its subsidiaries considered as one enterprise. B-1 (iii)Each Significant Subsidiary of the Company (as defined in Rule 405(c) of Regulation C under the 1933 Act), if any, has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus, as amended or supplemented to the date hereof, and, to the best of our knowledge, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, properties or operations of the Company and its subsidiaries considered as one enterprise. (iv) To the best of our knowledge, the Company is not in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of its properties may be bound. The execution and delivery of the Agreement, the Supplemental Indenture, the 1939 Supplemental Mortgage and the consummation of the transactions contemplated therein and the incurrence of the obligations therein contained will not conflict with, or constitute a breach of, or default under, or (other than under the Indenture and the 1939 Mortgage) result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to us and to which the Company is a party or by which it may be bound or to which any of its property or assets is subject, or any law, administrative regulation or administrative or court order or decree known to us to be applicable to the Company of any court or governmental agency, authority or body or any arbitrator having jurisdiction over the Company; nor will such action result in any violation of the provisions of the charter or by-laws of the Company. (v) The Indenture has been duly and validly authorized, executed and delivered by the Company and is in due and proper form and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding mortgage of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the Indenture; provided, however, that such state laws will not, in our opinion, render the remedies afforded by the Indenture inadequate for the practical realization of the benefit of the security provided thereby. (vi) The Indenture is qualified under the Trust Indenture Act of 1939, as amended. (vii) The Notes are in due and proper form and the issuance and sale of the Notes have been duly authorized by all necessary corporate action, and when a Note has been duly executed and authenticated as specified in the Indenture and the Company Order and Officer's Certificate (each as defined in the Indenture) applicable to such Note and delivered against payment of the consideration therefor determined in accordance with the Agreement, such Note will be a legal, valid and binding obligation of the Company enforceable (subject to the exceptions and limitations referred to in paragraph (v) hereof) in accordance with its terms and entitled to the benefits and security of the Indenture; and, assuming that the Supplemental Indenture has been duly transmitted to the appropriate public officials for recording and will be duly recorded, such Note will be secured equally and ratably with all other Notes and bonds outstanding under the Indenture. (viii) The PSCO 1939 Mortgage has been duly and validly authorized, executed and delivered by the Company and is in due and proper form and (assuming the PSCO 1939 Mortgage has been duly authorized, executed and delivered by the trustee thereunder) constitutes a legal, valid and binding mortgage of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' B-2 and other creditors' rights, including without limitation bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the PSCO 1939 Mortgage; provided, however, that such state laws will not, in our opinion, render the remedies afforded by the PSCO 1939 Mortgage inadequate for the practical realization of the benefit of the security provided thereby. (ix) The Class A Bonds are in due and proper form and the issuance and delivery of the Class A Bonds have been duly authorized by all necessary corporate action; and when (a) a Class A Bond has been duly executed, authenticated and delivered to the Trustee as specified in the PSCO 1939 Mortgage and the order of an officer of the Company applicable to such Class A Bond and (b) the related Note has been duly executed and authenticated as specified in the Indenture and the Company Order and Officer's Certificate applicable to such Note and delivered against payment of the consideration therefor determined in accordance with the Agreement, such Class A Bond will be a legal, valid and binding obligation of the Company enforceable (subject to the exceptions and limitations referred to in paragraph (viii) hereof) in accordance with its terms and entitled to the benefits and security of the PSCO 1939 Mortgage; and, assuming that the 1939 Supplemental Mortgage has been duly transmitted to the appropriate public officials for recording and will be duly recorded, such Class A Bond will be secured equally and ratably with all other bonds outstanding under the PSCO 1939 Mortgage (except to the extent that any sinking, amortization, improvement or other fund may afford additional security for such bonds of any particular series). (x) The Agreement has been duly authorized, executed and delivered by the Company. (xi) The issuance and sale of the Notes, and the issuance and delivery of the Class A Bonds, have been duly authorized and approved by an order of The Public Utilities Commission of the State of Colorado and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body (other than in connection or compliance with the provisions of the securities laws of any jurisdiction) is legally required for the issuance and sale by the Company of the Notes pursuant to the Agreement or for the issuance and delivery of the Class A Bonds; and the Company is presently exempt from all of the provisions of the Public Utility Holding Company Act of 1935, as amended, except Section 9(a)(2) thereof. xii) The Company has good title to the real properties specifically or generally described or referred to in the Indenture and in the PSCO 1939 Mortgage as subject to the respective liens thereof (except such real property as may have been sold, exchanged or otherwise disposed of), subject only to (a) in the case of all such properties, the lien of the PSCO 1939 Mortgage and "permitted encumbrances" (as defined in the PSCO 1939 Mortgage) and (b) in the case of such properties which are used or to be used in or in connection with the Electric Utility Business (as defined in the Indenture) (whether or not such is the sole use of such property) the lien of the Indenture and Permitted Liens (as defined in the Indenture). (xiii) The Indenture constitutes a mortgage lien on the properties specifically or generally described or referred to therein as subject to the lien thereof (except such properties as may have been sold, exchanged or otherwise disposed of or released from the lien thereof in accordance with the terms thereof), subject to no liens prior to the lien of the Indenture other than Permitted Liens and the lien of the PSCO 1939 Mortgage; and the Indenture by its terms effectively subjects to the lien thereof all property (except property of the kinds specifically excepted from the lien of the Indenture by the terms thereof) acquired by the Company after the date of execution and delivery of the Indenture and used or to be used in or in connection with the Electric Utility Business, subject to Permitted Liens, the lien of the PSCO 1939 Mortgage, any lien thereon existing at the time of such acquisition and to any liens for unpaid portions of the purchase money placed thereon at the time of such acquisition, and also subject to the provisions of Article Thirteen of the B-3 Indenture and to certain possible claims of a trustee in bankruptcy and possible claims and taxes of the federal government. (xiv) The PSCO 1939 Mortgage constitutes a first mortgage lien on the properties specifically or generally described or referred to therein as subject to the lien thereof, including the shares of stock pledged thereunder (except such property as may have been sold, exchanged or otherwise disposed of or released from the lien thereof in accordance with the terms thereof), subject to no liens prior to the lien of the PSCO 1939 Mortgage other than "permitted encumbrances"; and the PSCO 1939 Mortgage by its terms effectively subjects to the lien thereof all property (except property of the kinds specifically excepted from the lien of the PSCO 1939 Mortgage by the terms thereof) acquired by the Company after the date of the execution and delivery of the PSCO 1939 Mortgage, subject to "permitted encumbrances", to any lien thereon existing at the time of such acquisition and to any liens for unpaid portions of the purchase money placed thereon at the time of such acquisition, and also subject to the provisions of Article XI of the PSCO 1939 Mortgage and to certain possible claims of a trustee in bankruptcy and possible claims and taxes of the federal government. (xv) The facsimile signature of a Senior Vice President or Vice President of the Company in lieu of his manual signature on the Notes and the Class A Bonds and the facsimile signature of the Secretary or an Assistant Secretary of the Company attesting the corporate seal in lieu of his manual signature on the Notes and the Class A Bonds have been duly and properly authorized by the Board of Directors of the Company, are not inconsistent with the provisions of the Restated Articles of Incorporation, as amended, or By-Laws of the Company and are valid and effective under the laws of the State of Colorado; and the facsimile signatures of such officers on the Notes and the Class A Bonds have the same legal effect as though they had manually signed and attested the Notes and the Class A Bonds as such respective officers. (xvi) The statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, incorporated by reference into the Prospectus, under the headings "Regulation and Rates" and "Franchises" in Item 1. BUSINESS and under the heading "Character of Ownership" in Item 2. Properties, and the statements in the Prospectus, and any amendment or supplement thereto, under the caption "Security" under "Description of the New Bonds" and "Description of the 1939 Mortgage," insofar as they are, or refer to, statements of law or legal conclusions, have been prepared or reviewed by us and are correct in all material respects and fairly present the information purported to be given. The Notes, the Indenture, the Class A Bonds and the PSCO 1939 Mortgage conform as to legal matters to the descriptions thereof contained in the Registration Statement and Prospectus, as amended or supplemented to the date hereof. (xvii) [Except to the extent set forth in the next sentence of this paragraph (xvii),] the franchises held by the Company and its subsidiaries, together with the applicable Certificates of Convenience and Necessity issued by The Public Utilities Commission of the State of Colorado and the Public Service Commission of Wyoming, give the Company and such subsidiaries all necessary authority for the maintenance and operation of their respective properties and business as now conducted, and are free from burdensome restrictions or conditions of an unusual character. [As disclosed in the Incorporated Documents, the Company is currently providing gas and electric service to one previously franchised municipality while a new franchise is being negotiated.] (xviii) The descriptions in the Registration Statement and the Prospectus, as amended or supplemented to the date hereof, of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information purported to be given. (xix) The Registration Statement is effective under the 1933 Act and, to the best of our knowledge, no proceedings for a stop order have been instituted or are pending or threatened under Section 8(d) of the 1933 Act; and, at the time the Registration Statement became effective and at the date of B-4 the Agreement, the Registration Statement complied, and, at the date hereof, the Prospectus, as it may have been amended or supplemented, complies, as to form in all material respects with the requirements of the 1933 Act and the applicable instructions, rules and regulations thereunder, or pursuant to said instructions, rules and regulations are deemed to have complied or to comply therewith, although we do not express any opinion as to the financial statements (including the notes thereto) or other financial or statistical data included or incorporated by reference therein. We do not know of any legal or governmental proceeding (pending or threatened) required to be described in the Registration Statement or the Prospectus, as amended or supplemented to the date hereof, which is not described as required, nor of any contract or document of a character required to be described in the Registration Statement or the Prospectus, as amended or supplemented to the hereof, or to be filed as an exhibit to the Registration Statement which is not described or filed as required. In connection with this opinion, we have participated in discussions with officers and representatives of the Company, in certain of which your representatives and counsel also participated and at which the affairs of the Company and the contents of the Registration Statement and the Prospectus were discussed. There is no assurance that all possible material facts as to the Company were disclosed to us or that our familiarity with the Company or the operations in which it is engaged is such that we have necessarily recognized the materiality of such facts as were disclosed, and we have to a large extent relied upon statements of officers and representatives of the Company as to the significance of those facts disclosed to us. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus except to the limited extent referred to in paragraphs (xvi) and (xviii) above. Subject to the foregoing, and to the other limitations and qualifications expressed in this letter, we may state that nothing has come to our attention that would lead us to believe that the Registration Statement, when it became effective [or, if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the SEC subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or at the time of the most recent such filing, as the case may be,] or at the date of the Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus at the date of the Agreement or at the date hereof, [or, if the opinion is being delivered in connection with the purchase of Notes from the Company by one or more Agents as principal pursuant to Section 7(b) of the Agreement, at the date of any agreement by such Agent or Agents to purchase Notes as principal and at the Settlement Date with respect thereto, as the case may be,] included or includes an untrue statement of a material fact or omitted, or omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that we do not express any belief as to the financial statements (including the notes thereto) or other financial or statistical data contained or incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, as to any information contained therein furnished to the Company in writing by any Agent expressly for use therein or as to the Statement of Eligibility. This opinion is limited to the laws of the State of New York and the State of Colorado and the federal law of the United States of America. In addition, we are not opining herein with respect to the securities or "blue sky" laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof. First Trust of New York, National Association is hereby authorized to rely upon this letter as if this letter were addressed to it. Brown & Wood LLP is hereby authorized to rely upon this letter as to matters governed by the law of the State of Colorado as if this letter were addressed to them. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Notes or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby. Very truly yours, B-5 Appendix III to Distribution Agreement [LETTERHEAD OF BROWN & WOOD LLP] Re: Public Service Company of Colorado [Agents] Ladies and Gentlemen: We have acted as your counsel in connection with the transactions contemplated by the Distribution Agreement, dated ______________ (the "Agreement"), between you and Public Service Company of Colorado, a Colorado corporation (the "Company"), in connection with the issuance and sale by the Company of up to $250,000,000 aggregate principal amount of its Secured Medium-Term Notes, Series B (being a series of First Collateral Trust Bonds) (the "Notes"), being issued under its Indenture, dated as of October 1, 1993, to First Trust of New York, National Association, as successor trustee to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), and all indentures supplemental thereto, including the Supplemental Indenture dated as of November 1, 1996 creating the Notes (the "Supplemental Indenture") (said Indenture dated as of October 1, 1993 and all indentures supplemental thereto being hereinafter collectively referred to as the "Indenture"). We have examined such documents and records as we deemed appropriate, including the following: (1) copy, certified by the Secretary of State of the State of Colorado to be a true and complete copy, of the Restated Articles of Incorporation, as amended, and the Certificate of Correction of the Company as on file in the office of the Secretary of State of the State of Colorado; (2) certificate of recent date of the Secretary of State of the State of Colorado to the effect that the Company is in good standing; (3) copy, certified by an Assistant Secretary of the Company to be a true and correct copy, of the By-Laws of the Company; (4) minute book records of the Company as furnished to us by the Company; (5) executed counterpart of the Agreement; (6) executed counterpart of the Indenture; (7) copies of papers delivered by the Company to the Trustee under the Indenture in connection with the authentication and delivery from time to time of the Notes; (8) a specimen Note in definitive fully registered form, certified by an Assistant Secretary of the Company to be a true and correct specimen; (9) executed counterparts of the Company's Indenture, dated as of December 1, 1939 (the "Original PSCO 1939 Mortgage"), to First Trust of New York, National Association, as successor trustee to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), and all indentures supplemental thereto, including the supplemental indenture dated as of November 1, 1996 (the "PSCO 1939 Mortgage Supplemental Indenture") creating the Company's first mortgage bonds to be made the basis of the authentication and delivery of the Notes (the C-1 "Class A Bonds") (the Original PSCO 1939 Mortgage and all indentures supplemental thereto being hereinafter called the "PSCO 1939 Mortgage"); (10) copies of papers delivered by the Company to the trustee under the PSCO 1939 Mortgage in connection with the authentication and delivery of the Class A Bonds; (11) a specimen Class A Bond in definitive fully registered form, certified by an Assistant Secretary of the Company to be a true and correct specimen; (12) copies, certified by an Assistant Secretary of the Company to be true and correct copies, of certain resolutions adopted by the Board of Directors of the Company [and by the Executive Committee of the Board of Directors of the Company] relating to the authorization, execution and delivery of the Supplemental Indenture, the authorization, execution and delivery of the PSCO 1939 Mortgage Supplemental Indenture, with respect to the authorization, issuance and sale of the Notes, including the Agreement, and with respect to the authorization, issuance and delivery of the Class A Bonds; (13) executed copies of the Company's registration statement on Form S-3 (Registration File No. 333-_____) filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "1933 Act"), relating to the registration thereunder of first collateral trust bonds having an aggregate principal amount not exceeding $400,000,000, including the Notes. The terms "Registration Statement" and "Prospectus" are used herein with the meanings ascribed thereto in the Agreement; (14) evidence of the effectiveness of the Registration Statement under the 1933 Act; and (15) a copy, certified by the Secretary of The Public Utilities Commission of the State of Colorado (the "Colorado Commission") to be a true and complete copy, of the Decision and Order of the Colorado Commission adopted October 16, 1996, which authorizes the issuance and sale of up to $650,000,000 aggregate principal amount of the Company's first collateral trust bonds, including the Notes, and the same principal amount of Class A Bonds. In rendering our opinion, we have assumed, without any independent investigation or verification, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of all such latter documents. Based upon the foregoing, and subject to the assumptions set forth herein, we are of the opinion that: (a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Colorado with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, as amended or supplemented to the date hereof. (b) The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a legal, valid and binding mortgage of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the Indenture. (c) The Indenture is qualified under the Trust Indenture Act of 1939, as amended. C-2 (d) The Notes are in due and proper form and the issuance and sale of the Notes by the Company have been duly authorized by all necessary corporate action, and when a Note has been duly executed and authenticated as specified in the Indenture and the Company Order and Officer's Certificate (each as defined in the Indenture) applicable to such Note and delivered against payment of the consideration therefor determined in accordance with the Agreement, such Note will be a legal, valid and binding obligation of the Company enforceable (subject to the exceptions and limitations referred to in paragraph (b) hereof) in accordance with its terms and entitled to the benefits and security of the Indenture; and such Note will be secured equally and ratably with all other Notes and bonds outstanding under the Indenture. (e) The PSCO 1939 Mortgage has been duly and validly authorized, executed and delivered by the Company and (assuming the PSCO 1939 Mortgage has been duly authorized, executed and delivered by the trustee thereunder) constitutes a legal, valid and binding mortgage of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by laws and principles of equity affecting generally the enforcement of mortgagees' and other creditors' rights, including without limitation bankruptcy and insolvency laws and state laws which affect the enforcement of certain remedial provisions of the PSCO 1939 Mortgage. (f) The Class A Bonds are in due and proper form and the issuance and delivery of the Class A Bonds by the Company have been duly authorized by all necessary corporate action; and when (a) a Class A Bond has been duly executed, authenticated and delivered to the Trustee as specified in the PSCO 1939 Mortgage and the order of an officer of the Company applicable to such Class A Bond and (b) the related Note has been duly executed and authenticated as specified in the Indenture and the Company Order and Officer's Certificate applicable to such Note and delivered against payment of the consideration therefor determined in accordance with the Agreement, such Class A Bond will be a legal, valid and binding obligation of the Company enforceable (subject to the exceptions and limitations referred to in paragraph (e) hereof) in accordance with its terms and entitled to the benefits and security of the PSCO 1939 Mortgage; and such Class A Bond will be secured equally and ratably with all other bonds outstanding under the PSCO 1939 Mortgage (except to the extent that any sinking, amortization, improvement or other fund may afford additional security for such bonds of any particular series). (g) The Agreement has been duly authorized, executed and delivered by the Company. (h) The issuance and sale of the Notes, and the issuance and delivery of the Class A Bonds, have been duly authorized and approved by the Colorado Commission; no further approval, authorization, consent or other order of any public board or body (other than in connection or compliance with the provisions of the securities laws of any jurisdiction) is legally required for the issuance and sale by the Company of the Notes pursuant to the Agreement or for the issuance and delivery of the Class A Bonds; and the Company is presently exempt from all of the provisions of the Public Utility Holding Company Act of 1935, as amended, except Section 9(a)(2) thereof. (i) The Notes, the Indenture, the Class A Bonds and the PSCO 1939 Mortgage conform as to legal matters to the description of the terms thereof contained in the Registration Statement and the Prospectus, as amended or supplemented to the date hereof. (j) The Registration Statement is effective under the 1933 Act and, to the best of our knowledge, no proceedings for a stop order have been instituted or are pending or threatened under Section 8(d) of the 1933 Act; and, at the time the Registration Statement became effective and at the date of the Agreement, the Registration Statement complied, C-3 and, at the date hereof, the Prospectus, as it may have been amended or supplemented, complies, as to form in all material respects with the requirements of the 1933 Act and the applicable instructions, rules and regulations thereunder, or pursuant to said instructions, rules and regulations are deemed to have complied or to comply therewith, although we do not express any opinion as to the financial statements (including the notes thereto) or other financial or statistical data included or incorporated by reference therein. We have endeavored to see that the Registration Statement and the Prospectus, and any amendment or supplement thereto, comply with the 1933 Act and the rules and regulations of the Commission thereunder relating to registration statements on Form S-3 and related prospectuses, but we have participated to a limited extent only in the preparation of the documents incorporated by reference in the Registration Statement and Prospectus and we cannot, of course, make any representation to you as to the accuracy or completeness of statements of fact contained in the Registration Statement or Prospectus, including the documents incorporated therein by reference. Nothing, however, has come to our attention that would lead us to believe that the Registration Statement, at the time it became effective [or, if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or at the time of the most recent such filing, as the case may be] or at the date of the Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus at the date of the Agreement or at the date hereof [or, if the opinion is being delivered in connection with the purchase of Notes from the Company by one or more Agents as principal pursuant to Section 7(b) of the Agreement, at the date of any agreement by such Agent or Agents to purchase Notes as principal and at the Settlement Date with respect thereto, as the case may be], included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that we do not express any belief as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or as to the Statement of Eligibility. In giving this opinion we have relied as to all matters governed by Colorado law upon the opinion of even date herewith rendered to you by LeBoeuf, Lamb, Greene & MacRae, L.L.P. relating to the Notes. We express no opinion upon matters regarding titles to properties of the Company, the lien of the Indenture or the filing or the recordation thereof, the lien of the PSCO 1939 Mortgage or the filing or the recordation thereof, or of the validity and sufficiency of the franchises, licenses and permits of the Company in carrying on its business. Very truly yours, C-4 Appendix IV to Distribution Agreement CONTENTS OF LETTER OF ARTHUR ANDERSEN LLP The letter of Arthur Andersen LLP will confirm that they are independent public accountants within the meaning of the 1933 Act and the 1933 Act Regulations, and will state in effect that: (a) in their opinion, the consolidated financial statements and supporting financial schedules audited by them and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the applicable respective published rules and regulations thereunder; (b) on the basis of a limited review (but not an audit in accordance with generally accepted auditing standards) of the unaudited consolidated condensed financial statements, if any, included in the documents incorporated by reference in the Prospectus and of the latest available interim consolidated financial statements of the Company, a reading of all recent minutes of meetings of the Board of Directors of the Company and the Executive and Audit Committees thereof (or for meetings for which minutes had not yet been prepared, discussions with a Company officer of the actions taken thereat), of the shareholders of the Company and of the shareholders and Boards of Directors of the Company's consolidated subsidiaries, and discussions with officers of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention which caused them to believe that: (i) the unaudited consolidated condensed financial statements, if any, included in the documents incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act and the related published 1934 Act Regulations, or said consolidated condensed financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference therein, (ii) the unaudited income statement and balance sheet amounts, if any, included in the Prospectus were not determined on a basis substantially consistent with the audited financial statements included therein, or (iii) (A) there was any change in the consolidated capital stock, other than ongoing sales under the Company's Automatic Dividend Reinvestment and Common Stock Purchase Plan, or any increase in the long-term debt of the Company and its consolidated subsidiaries, or any decrease in consolidated net assets, at a specified date not more than three days prior to the date of such letter as compared with the corresponding amounts shown in the most recent consolidated balance sheet or condensed balance sheet incorporated by reference in the Prospectus, or (B) there was any decrease in consolidated operating revenues or net income for the period from the date of the latest consolidated balance sheet or condensed balance sheet incorporated by reference in the Prospectus to a specified date not D-1 later than three days prior to the date of such letter as compared to such amounts for the corresponding period during the previous year, except in all instances for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are disclosed in such letter; (c) they have carried out certain procedures and made certain findings, specified in such letter, with respect to certain amounts and percentages included in the Prospectus and the documents incorporated by reference in the Prospectus and such other items as the Agents may reasonably request. D-2 APPENDIX V ____________________, 19__ [Agents] Re: Public Service Company of Colorado Secured Medium-Term Notes Dear Sirs: We have delivered an opinion to you dated ______________ as counsel to Public Service Company of Colorado (the "Company"), pursuant to Section 5(b) of the Distribution Agreement, dated as of ____________, among the Company and you, as Agents. You may continue to rely upon such opinion as if it were dated as of this date except that all statements and opinions contained therein shall be deemed to relate to the Registration Statement and Prospectus as amended and supplemented to this date. This letter is delivered to you pursuant to Section 6(b) of the Distribution Agreement. Very truly yours, V-1 EX-4 3 FORM OF 1939 SUPPLEMENTAL INDENTURE 4(A)(3) Exhibit 4(a)(3) ================================================================================ SUPPLEMENTAL INDENTURE Dated as of November 1, 1996 ________________ PUBLIC SERVICE COMPANY OF COLORADO TO FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, As Trustee _________________ Creating an Issue of First Mortgage Bonds, Collateral Series D _______________ (Supplemental to Indenture dated as of December 1, 1939, as amended) SUPPLEMENTAL INDENTURE, dated as of November 1, 1996, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the "Company"), party of the first part, and FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association, as successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), party of the second part. WHEREAS, the Company heretofore executed and delivered to the Trustee its Indenture, dated as of December 1, 1939 (the "Principal Indenture"), to secure its First Mortgage Bonds from time to time issued thereunder; and WHEREAS, the Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for certain purposes, including the creation of series of bonds, the subjection to the lien of the Principal Indenture of property acquired after the execution and delivery thereof, the amendment of certain provisions of the Principal Indenture and the appointment of the successor Trustee; and WHEREAS, the Principal Indenture as supplemented and amended by all Supplemental Indentures heretofore executed by the Company and the Trustee is hereinafter referred to as the "Indenture," and, unless the context requires otherwise, references herein to Articles and Sections of the Indenture shall be to Articles and Sections of the Principal Indenture as so amended; and WHEREAS, the Company proposes to create a new series of First Mortgage Bonds to be designated as First Mortgage Bonds, Collateral Series D (the "Collateral Series D Bonds"), to be issued and delivered from time to time to the trustee under the 1993 Mortgage (as hereinafter defined) as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities constituting medium-term notes, all as hereinafter provided, and to vary in certain respects the covenants and provisions contained in Article V of the Indenture, to the extent that such covenants and provisions apply to the Collateral Series D Bonds; and WHEREAS, the Company, pursuant to the provisions of the Indenture, has, by appropriate corporate action, duly resolved and determined to execute this Supplemental Indenture for the purpose of providing for the creation of the Collateral Series D Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series D Bonds the protection and security of the Indenture; and [WHEREAS, the Company has acquired the additional property hereinafter described, and the Company desires that such additional property so acquired be specifically subjected to the lien of the Indenture; and] WHEREAS, the Company represents that all acts and proceedings required by law and by the charter and by-laws of the Company, including all action requisite on the part of its shareholders, directors and officers, necessary to make the Collateral Series D Bonds, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the Principal Indenture and all indentures supplemental thereto, including this Supplemental Indenture, valid, binding and legal instruments for the security of the bonds of all series, including the Collateral Series D Bonds, in accordance with the terms of such bonds and such instruments, have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Public Service Company of Colorado, the Company named in the Indenture, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in pursuance of the direction and authority of the Board of Directors of the Company given at a meeting thereof duly called and held, and in order to create the Collateral Series D Bonds and to specify the form, terms and provisions thereof, [and to make definite and certain the lien of the Indenture upon the premises hereinafter described and to subject said premises directly to the lien of the Indenture,] and to secure the payment of the principal of and premium, if any, and interest, if any, on all bonds from time to time outstanding under the Indenture, including the Collateral Series D Bonds, according to the terms of said bonds, and to secure the performance and observance of all of the covenants and conditions contained in the Indenture, has executed and delivered this Supplemental Indenture [and has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto First Trust of New York, National Association, as Trustee, and its successor or successors in the trust and its and their assigns forever, the property described in Schedule B hereto (which is described in such manner as to fall within and under the headings or parts or classifications set forth in the Granting Clauses of the Principal Indenture)]; TO HAVE AND TO HOLD the same and all and singular the properties, rights, privileges and franchises described in the Principal Indenture and in the several Supplemental Indentures hereinabove referred to [and in this Supplemental Indenture] and owned by the Company on the date of the execution and delivery hereof (other than property of a character expressly excepted from the lien of the Indenture as therein set forth) unto the Trustee and its successor or successors and assigns forever; SUBJECT, HOWEVER, to permitted encumbrances as defined in the Indenture; IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture, for the equal and proportionate benefit and security of all present and future holders of the bonds and coupons issued and to be issued under the Indenture, including the Collateral Series D Bonds, without preference, priority or distinction as to lien (except as any sinking, amortization, improvement or other fund established in accordance with the provisions of the Indenture or any indenture supplemental thereto may afford additional security for the bonds of any particular series) of any of said bonds over any others thereof by reason of series, priority in the time of the issue or negotiation thereof, or otherwise howsoever, except as provided in Section 2 of Article IV of the Indenture. -2- ARTICLE ONE CREATION AND DESCRIPTION OF THE COLLATERAL SERIES D BONDS SECTION 1. A new series of bonds to be issued from time to time under and secured by the Indenture is hereby created, the bonds of such new series to be designated First Mortgage Bonds, Collateral Series D. The Collateral Series D Bonds shall be limited to an aggregate principal amount of Two Hundred Fifty Million dollars ($250,000,000), excluding any Collateral Series D Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on transfer of other Collateral Series D Bonds pursuant to any provisions of the Indenture. The Collateral Series D Bonds shall not bear interest and each Collateral Series D Bond shall (a) be issued in such principal amount, (b) mature on such date not less than nine months nor more than thirty years from its Original Issue Date (as hereinafter defined), and (c) have such other terms and conditions as shall not be inconsistent with the provisions of the Indenture, all as shall be specified by the Company in a certificate, executed by the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company, delivered to the Trustee relating to such Collateral Series D Bond and referring to this Supplemental Indenture (each such certificate being deemed to constitute a part of this Supplemental Indenture and being hereinafter sometimes called an "Issuance Certificate"), such specification by such an officer of the Company in an Issuance Certificate having been heretofore authorized in a resolution of the Board of Directors of the Company. The principal of each Collateral Series D Bond shall be payable, upon presentation thereof, at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee (as hereinafter defined) is located, in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. The Collateral Series D Bonds shall be issued and delivered from time to time by the Company to First Trust of New York, National Association, as successor trustee under the Indenture, dated as of October 1, 1993, as supplemented (the "1993 Mortgage"), of the Company to such trustee (the "1993 Mortgage Trustee"), as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities. As provided in the 1993 Mortgage, the Collateral Series D Bonds will be registered in the name of the 1993 Mortgage Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee, subject to the provisions of the 1993 Mortgage, for the benefit of the holders of all securities from time to time outstanding under the 1993 Mortgage, and the Company shall have no interest therein. Any payment by the Company under the 1993 Mortgage of the principal of any securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of Collateral Series D Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series D Bonds) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of such Collateral Series D Bonds which is then due. The Trustee may conclusively presume that the obligation of the Company to pay the principal of any Collateral Series D Bonds as the same shall become due and payable shall -3- have been fully satisfied and discharged unless and until it shall have received a written notice from the 1993 Mortgage Trustee, signed by an authorized officer thereof, stating that the principal of specified Collateral Series D Bonds has become due and payable and has not been fully paid, and specifying the amount of funds required to make such payment. Each Collateral Series D Bond shall be dated as of the date of its authentication. The Collateral Series D Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and integral multiples thereof. The Collateral Series D Bonds shall be registerable and exchangeable at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, in the manner and upon the terms set forth in Section 5 of Article II of the Indenture; provided, however, that the Collateral Series D Bonds shall not be transferrable except to a successor trustee under the 1993 Mortgage. No service charge shall be made for any exchange or transfer of any Collateral Series D Bond. If and to the extent necessary to eliminate any apparent inconsistency between any provision of this Supplemental Indenture and any provision of the Indenture all Collateral Series D Bonds having the same Original Issue Date, Stated Maturity, interest rate, and other terms and conditions shall be deemed to be a separate series of bonds, and such Original Issue Date, Stated Maturity, interest rate, if any, and other terms and conditions shall be deemed to be a part of the designation of such series. As used herein, the term "Original Issue Date" shall mean, with respect to any Collateral Series D Bond, the date of authentication and delivery hereunder of such Collateral Series D Bond, or, in the case of any particular Collateral Series D Bond which has been authenticated and delivered upon the registration of transfer or exchange of, or in substitution for, another Collateral Series D Bond, the date of the original authentication and delivery hereunder of the first Collateral Series D Bond authenticated and delivered hereunder representing all or a portion of the same obligation as that evidenced by such particular Collateral Series D Bond; the term "Stated Maturity" shall mean, with respect to any Collateral Series D Bond, the date on which the principal of such Collateral Series D Bond is stated to be due and payable (without regard to any provision for acceleration, redemption or similar provisions); and the term "Maturity" shall mean, with respect to any Collateral Series D Bond, the date on which the principal of such Collateral Series D Bond becomes due and payable, whether at Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. SECTION 2. The text of the Collateral Series D Bonds shall be substantially in the form attached hereto as Exhibit A. SECTION 3. The Collateral Series D Bonds may be executed by the Company and delivered to the Trustee and, upon compliance with all applicable provisions and requirements of the Indenture in respect thereof, shall be authenticated by the Trustee and delivered (without awaiting the filing or recording of this Supplemental Indenture), from time to time, in accordance with the written order or orders of the Company. -4- ARTICLE TWO REDEMPTION OF THE COLLATERAL SERIES D BONDS SECTION 1. Each Collateral Series D Bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to Stated Maturity, at a redemption price equal to 100% of the principal amount thereof to be redeemed. SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of Article V of the Indenture shall be applicable to the Collateral Series D Bonds, except that (a) no publication of notice of redemption of the Collateral Series D Bonds shall be required and (b) if less than all the Collateral Series D Bonds are to be redeemed, the Collateral Series D Bonds to be redeemed shall be selected from the maturities, and in the principal amounts, designated to the Trustee by the Company, and except as such provisions may otherwise be inconsistent with the provisions of this Article Two. SECTION 3. The holder of each and every Collateral Series D Bond issued hereunder hereby agrees to accept payment thereof prior to Stated Maturity on the terms and conditions provided for in this Article Two. ARTICLE THREE. ACKNOWLEDGMENT OF RIGHT TO VOTE OR CONSENT WITH RESPECT TO CERTAIN AMENDMENTS TO INDENTURE The Company hereby acknowledges the right of the holders of the Collateral Series D Bonds to vote or consent with respect to any or all of the modifications to the Indenture referred to in Article Three of the Supplemental Indenture, dated as of March 1, 1980, irrespective of the fact that the Bonds of the Second 1987 Series are no longer outstanding; provided, however, that such acknowledgment shall not impair (a) the right of the Company to make such modifications without the consent or other action of the holders of the Bonds of the 2020 Series or the bonds of any other series subsequently created under the Indenture with respect to which the Company has expressly reserved such right or (b) the right of the Company to reserve the right to make such modifications without the consent or other action of the holders of bonds of one or more, or any or all, series created subsequent to the creation of the Collateral Series D Bonds. ARTICLE FOUR THE TRUSTEE The Trustee accepts the trusts created by this Supplemental Indenture upon the terms and conditions set forth in the Indenture and this Supplemental Indenture. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee. Each and every term and condition contained in Article XII of the Indenture shall apply to this -5- Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. ARTICLE FIVE MISCELLANEOUS PROVISIONS SECTION 1. Subject to the variations contained in Article Two of this Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Principal Indenture, this Supplemental Indenture and all other indentures supplemental to the Principal Indenture shall be read, taken and construed as one and the same instrument. Neither the execution of this Supplemental Indenture nor anything herein contained shall be construed to impair the lien of the Indenture on any of the properties subject thereto, and such lien shall remain in full force and effect as security for all bonds now outstanding or hereafter issued under the Indenture. All covenants and provisions of the Indenture shall continue in full force and effect and this Supplemental Indenture shall form part of the Indenture. SECTION 2. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Supplemental Indenture, shall not be a Business Day (as defined in the 1993 Mortgage), such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Supplemental Indenture. SECTION 3. The terms defined in the Indenture shall, for all purposes of this Supplemental Indenture, have the meaning specified in the Indenture except as set forth in Section 4 of this Article or otherwise set forth in this Supplemental Indenture or unless the context clearly indicates some other meaning to be intended. SECTION 4. Any term defined in Section 303 of the Trust Indenture Act of 1939, as amended, and not otherwise defined in the Indenture shall, with respect to this Supplemental Indenture and the Collateral Series D Bonds, have the meaning assigned to such term in Section 303 as in force on the date of the execution of this Supplemental Indenture. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto of the first part, has caused its corporate name to be hereunto affixed, and this instrument to be signed by its President or any Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary for and in its behalf; and First Trust of New York, National Association, the party hereto of the second part, in evidence of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to -6- be signed and its corporate seal to be affixed by one of its Vice Presidents and attested by one of its Assistant Secretaries, for and in its behalf, all as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By:________________________________ [Name] [Title] ATTEST:___________________________ [Name] [Assistant Secretary] FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee By:________________________________ [Name] Vice President ATTEST:________________________ [Name] Assistant Secretary -7- STATE OF COLORADO ) ) ss.: CITY AND COUNTY OF DENVER ) On this _____ day of ______, before me, ______________, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared __________ and _______________, to me known to be a _________________________ and a __________________, respectively, of PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado, one of the corporations that executed the within and foregoing instrument; and the said __________ and _____________, severally, acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. __________________________________ Notary Public -8- STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On this ____ day of ____, before me, _________________, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared ______________ and _____________, to me known to be a _________________ and an __________________, respectively, of First TRUST OF NEW YORK, National Association, a national banking association, one of the corporations that executed the within and foregoing instrument; and the said ________________ and ______________, severally, acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ______________________________________ Notary Public -9- EXHIBIT A FORM OF COLLATERAL SERIES D BOND This bond is not transferable except to a successor trustee under the Indenture, dated as of October 1, 1993, as supplemented, between Public Service Company of Colorado and First Trust of New York, National Association, as successor trustee thereunder. PUBLIC SERVICE COMPANY OF COLORADO FIRST MORTGAGE BOND, CoLLATERAL SERIES D REGISTERED REGISTERED No.................. $.................. Original Issue Date: Stated Maturity: FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), promises to pay to First Trust of New York, National Association, as successor trustee (the "1993 Mortgage Trustee") under the Indenture, dated as of October 1, 1993 (the "1993 Mortgage"), of the Company, or registered assigns, Dollars on the Stated Maturity specified above (unless this bond shall then be deemed to have been paid in accordance with the provisions of the Indenture referred to below) at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located. This bond shall not bear interest. The principal of this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. Any payment by the Company under the 1993 Mortgage of the principal of securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of this bond (the "1993 Mortgage Securities") (other than by the application of the proceeds of a payment in respect of this bond) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of this bond which is then due. A-1 This bond is one of an issue of bonds of the Company, issued and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter mentioned, may afford additional security for the bonds of any particular series) by a certain indenture, dated as of December 1, 1939, made by the Company to First Trust of New York, National Association as successor trustee (hereinafter called the "Trustee"), to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), as amended and supplemented by several indentures supplemental thereto, including the Supplemental Indenture dated as of November 1, 1996 (said Indenture as amended and supplemented by said indentures supplemental thereto being hereinafter called the "Indenture"), to which Indenture reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustee, and the holders of said bonds, under the Indenture, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture and of all indentures supplemental thereto in respect of such security, including the provisions of the Indenture permitting the issue of bonds of any series for property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. To the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of said bonds (including those pertaining to any sinking or other fund) may be changed and modified, with the consent of the Company, by the holders of at least 75% in aggregate principal amount of the bonds then outstanding (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Indenture); provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will extend the time of payment of the principal of this bond or reduce the principal amount hereof or effect any other modification of the terms of payment of such principal or will reduce the percentage of bonds required for the aforesaid actions under the Indenture. The Company has reserved the right to amend the Indenture without any consent or other action by holders of any series of bonds created after October 31, 1975 (including this series) so as to change 75% in the foregoing sentence to 60% and to change certain procedures relating to bondholders' meetings. This bond is one of a series of bonds designated as the First Mortgage Bonds, Collateral Series D, of the Company. This bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to the Stated Maturity specified above, at a redemption price equal to 100% of the principal amount thereof to be redeemed. The principal of this bond may be declared or may become due before the Stated Maturity specified above, on the conditions, in the manner and at the times set forth in the Indenture, upon the happening of an event of default as therein provided. This bond is not transferable except to a successor trustee under the 1993 Mortgage, any such transfer to be made at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, upon surrender and cancellation of this bond, and thereupon a new bond of this series of a like principal amount and having the same Original Issue Date, Stated Maturity and other terms and conditions, will be issued to the transferee in exchange therefor, as provided in the Indenture. The Company, the Trustee, any paying agent and any registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other A-2 purposes. This bond, alone or with other bonds of this series, may in like manner be exchanged at such office or agency for one or more new bonds of this series of the same aggregate principal amount, and having the same Original Issue Date, Stated Maturity, and other terms and conditions, all as provided in the Indenture. No service charge shall be made to any holder of any bond of this series for any exchange or transfer of bonds. No recourse under or upon any covenant or obligation of the Indenture, or of any bonds thereby secured, or for any claim based thereon, or otherwise in any manner in respect thereof, shall be had against any incorporator, subscriber to the capital stock, shareholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustee, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any statute or otherwise (including, without limiting the generality of the foregoing, any proceeding to enforce any claimed liability of shareholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumentality of the shareholders), any and all such liability of incorporators, shareholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication endorsed hereon shall have been signed by First Trust of New York, National Association, or its successor, as Trustee under the Indenture. A-3 IN WITNESS WHEREOF, Public Service Company of Colorado has caused this bond to be signed in its name by the facsimile signature of a Senior Vice President and its corporate seal to be imprinted hereon and attested by the facsimile signature of its Secretary. Dated: PUBLIC SERVICE COMPANY OF COLORADO By:_______________________________ Senior Vice President ATTEST:________________________ Secretary CERTIFICATE OF AUTHENTICATION This is one of the securities of the Series designated therein referred to in the within-mentioned Supplemental Indenture. Dated: FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, AS TRUSTEE By:_______________________________ Authorized Officer A-4 SCHEDULE A
SUPPLEMENTAL INDENTURES Date of Principal Supplemental Principal Amount Indenture Series of Bonds Amount Issued Outstanding --------- --------------- ------------- ----------- March 14, 1941 None -- -- May 14, 1941 None -- -- April 28, 1942 None -- -- April 14, 1943 None -- -- April 27, 1944 None -- -- April 18, 1945 None -- -- April 23, 1946 None -- -- April 9, 1947 None -- -- June 1, 1947* 2-7/8% Series due 1977 $ 40,000,000 None April 1, 1948 None -- -- May 20, 1948 None -- -- October 1, 1948 3-1/8% Series due 1978 10,000,000 None April 20, 1949 None -- -- April 24, 1950 None -- -- April 18, 1951 None -- -- October 1, 1951 3-1/4% Series due 1981 15,000,000 None April 21, 1952 None -- -- December 1, 1952 None -- -- April 15, 1953 None -- -- April 19, 1954 None -- -- October 1, 1954* 3-1/8% Series due 1984 20,000,000 None April 18, 1955 None -- -- April 24, 1956 None -- -- May 1, 1957* 4-3/8% Series due 1987 30,000,000 None April 10, 1958 None -- -- May 1, 1959 4-5/8% Series due 1989 20,000,000 None April 18, 1960 None -- --
I-1
Date of Principal Supplemental Principal Amount Indenture Series of Bonds Amount Issued Outstanding --------- --------------- ------------- ----------- April 19, 1961 None -- -- October 1, 1961 4-1/2% Series due 1991 30,000,000 None March 1, 1962 4-5/8% Series due 1992 8,800,000 None June 1, 1964 4-1/2% Series due 1994 35,000,000 None May 1, 1966 5-3/8% Series due 1996 35,000,000 None July 1, 1967* 5-7/8% Series due 1997 35,000,000 35,000,000 July 1, 1968* 6-3/4% Series due 1998 25,000,000 25,000,000 April 25, 1969 None -- -- April 21, 1970 None -- -- September 1, 1970 8-3/4% Series due 2000 35,000,000 None February 1, 1971 7-1/4% Series due 2001 40,000,000 None August 1, 1972 7-1/2% Series due 2002 50,000,000 None June 1, 1973 7-5/8% Series due 2003 50,000,000 None March 1, 1974 Pollution Control Series A 24,000,000 22,500,000 December 1, 1974 Pollution Control Series B 50,000,000 None October 1, 1975 9-3/8% Series due 2005 50,000,000 None April 28, 1976 None -- -- April 28, 1977 None -- -- November 1, 1977* 8-1/4% Series due 2007 50,000,000 None April 28, 1978 None -- -- October 1, 1978 9-1/4% Series due 2008 50,000,000 None October 1, 1979* Pollution Control Series C 50,000,000 None March 1, 1980* 15% Series due 1987 50,000,000 None April 28, 1981 None -- -- November 1, 1981* Pollution Control Series D 27,380,000 None December 1, 1981* 16-1/4% Series due 2011 50,000,000 None April 29, 1982 None -- -- May 1, 1983* Pollution Control Series E 42,000,000 None April 30, 1984 None -- -- March 1, 1985* 13% Series due 2015 50,000,000 None
I-2
Date of Principal Supplemental Principal Amount Indenture Series of Bonds Amount Issued Outstanding --------- --------------- ------------- ----------- November 1, 1986* Pollution Control Series F 27,250,000 27,250,000 May 1, 1987* 8.95% Series due 1992 75,000,000 None July 1, 1990* 9-7/8% Series due 2020 75,000,000 75,000,000 December 1, 1990* Secured Medium-Term Notes, 191,500,000** 108,500,000* Series A March 1, 1992* 8-1/8% Series due 2004 and 100,000,000 100,000,000 8-3/4% Series due 2022 150,000,000 150,000,000 April 1, 1993* Pollution Control Series G 79,500,000 79,500,000 June 1, 1993* Pollution Control Series H 50,000,000 50,000,000 November 1, 1993* Collateral Series A 134,500,000 134,500,000 January 1, 1994* Collateral Series B due 2001 102,667,000 102,667,000 Collateral Series B due 2024 110,000,000 110,000,000 September 2, 1994 (appointment of None None successor trustee) May 1, 1996* Collateral Series C 125,000,000 125,000,000 due 2006
* Contains amendatory provisions ** $200,000,000 authorized I-3 SCHEDULE B PROPERTY DESCRIPTION II-1 EX-4 4 FORM OF 1993 SUPPLEMENTAL INDENTURE 4(B)(3) Exhibit 4(b)(3) __________________________________________________ PUBLIC SERVICE COMPANY OF COLORADO TO FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee _________________ Supplemental Indenture No. 5 Dated as of November 1, 1996 Supplemental to the Indenture dated as of October 1, 1993 ________________ Establishing the Securities of Series No. 4 designated Secured Medium-Term Notes, Series B __________________________________________________ SUPPLEMENTAL INDENTURE NO. 5, dated as of November 1, 1996, 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 FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association (hereinafter sometimes called the "Trustee"), as successor 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. 5. The Original Indenture and any and all indentures and 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 Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for the purpose of establishing various series of bonds and of appointing the successor trustee. The Company desires to establish a series of Securities to be designated "Secured Medium- Term Notes, Series B", being a series of First Collateral Trust Bonds, such series of Securities to be hereinafter sometimes called "Series No. 4". The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 5 to establish the Securities of Series No. 4 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 5 a valid agreement of the Company, and to make the Securities of Series No. 4 valid obligations of the Company, have been performed. Granting Clauses NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 5 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. 5, 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 interests in land described or referred to in Schedule B 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. 5 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. 5; 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; 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 (including, but not limited to, the Lien of the PSCO 1939 Mortgage), (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 2 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. 4 There are hereby established the Securities of Series No. 4, 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 such series shall be "Secured Medium-Term Notes, Series B", being a series of First Collateral Trust Bonds; provided, however, that, at any time after the PSCO 1939 Mortgage shall have been satisfied and discharged, the Company shall have the right, without any consent or other action by the Holders of such Securities, to change such title in such manner as shall be deemed by the Company to be appropriate to reflect such satisfaction and discharge, such change to be evidenced in an Officer's Certificate; (b) there shall be no limit upon the aggregate principal amount of the Securities of Series No. 4 which may be authenticated and delivered under the Indenture. The Securities of Series No. 4 shall be initially authenticated and delivered from time to time in the aggregate principal amount of up to $250,000,000; (c) interest on the Securities of Series No. 4 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 Security attached as Exhibit A hereto; (d) the principal of each Security of Series No. 4 shall be payable on such date as is specified in the Officer's Certificate applicable to such Security; (e) an Officer's Certificate with respect to each Security of Series No. 4 shall specify the rate at which such Security of Series No. 4 shall bear interest, the date from which interest shall accrue, the Interest Payment Dates if other than February 1 3 and August 1 of each year and the Regular Record Dates with respect to the Interest Payment Dates if other than January 15 and July 15; (f) the Corporate Trust Office of First Trust of New York, 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. 4 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 First Trust of New York, National Association, shall be the Security Registrar for the 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) each Security of Series No. 4 shall be redeemable only if and to the extent specified in the Officer's Certificate applicable to such Security of Series No. 4; (h) not applicable to any Security of Series No. 4, except to the extent specified in the Officer's Certificate applicable to a particular Security of Series No. 4; (i) the Securities of Series No. 4 shall be issuable in denominations of $100,000 and any greater amount which is an integral multiple of $1,000; (j) not applicable; (k) not applicable; (l) not applicable; (m) not applicable; (n) not applicable to any Security of Series No. 4, except to the extent specified in the Officer's Certificate applicable to a particular Security of Series No. 4; (o) not applicable; (p) not applicable; (q) each Security of Series No. 4 is to be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (the "Depositary"). The Securities of Series No. 4 shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows: (i) a Security of Series No. 4 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 4 (ii) a Security of Series No. 4 may be exchanged for certificated notes 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 Security of Series No. 4 or the Company becomes aware that the Depositary has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, in any such case, 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 Security of Series No. 4; (B) The Company shall have delivered to the Trustee a Company Order to the effect that such Security of Series No. 4 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 Security of Series No. 4 in respect thereof will be materially impaired unless such owners become Holders of certificated notes. (r) not applicable; (s) no service charge shall be made for the registration of transfer or exchange of any Securities of Series No. 4 provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with any such exchange or transfer; (t) not applicable; (u) (i) If the Company shall have caused the Company's indebtedness in respect of any Security of Series No. 4 to have been satisfied and discharged prior to the Maturity of such Security of Series No. 4, 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 such Security of Series No. 4 on such date stating (A)(1) the aggregate principal amount of such Security of Series No. 4 and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Security of Series No. 4) 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 Security of Series No. 4 and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Security of Series No. 4 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 5 consequences to it resulting from the satisfaction and discharge of the Company's indebtedness in respect of such Security of Series No. 4. 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 Security of Series No. 4 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 Security of Series No. 4 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 Security of Series No. 4, 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 Security of Series No. 4 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 Security of Series No. 4 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 Holder of such Security of Series No. 4 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 Security of Series No. 4 and such Holder 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 the applicable Security of Series No. 4 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 Security of Series No. 4 pursuant to such Section. (v) each Security of Series No. 4 shall be substantially in the form attached as Exhibit A hereto and shall have such further terms as are set forth in such form. 6 ARTICLE TWO Miscellaneous Provisions This Supplemental Indenture No. 5 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 5, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 5 shall together constitute one and the same instrument. 7 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 5 to be duly executed as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By:_____________________________ [Name] Senior Vice President FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, Trustee By:_____________________________ [Name] Vice President 8 STATE OF COLORADO ) ) ss.: CITY AND COUNTY OF DENVER ) On the day of , 1996, before me personally came , to me known, who, being by me duly sworn, did depose and say that he is a of Public Service Company of Colorado, one of the corporations described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. ______________________________ Notary Public 9 STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On the day of _______, 1996, before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that she is a _______________ of First Trust of New York, National Association, the national 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 national banking association. ____________________________ Notary Public 10 EXHIBIT A FORM OF SECURITY (See legend at the end of this Security for restrictions on transfer and change of form) PUBLIC SERVICE COMPANY OF COLORADO Secured Medium-Term Note, Series B (being a First Collateral Trust Bond) Original Issue Date: Regular Record Dates: Interest Rate: Initial Redemption Date: Default Rate: Initial Redemption Percentage: Stated Maturity: Annual Redemption Percentage Reduction: Interest Payment Dates: Optional Repayment Dates: Addendum Attached [ ] Yes Other/Additional Provisions: [ ] No This Note is not a Discount Security within the meaning of the within-mentioned Indenture. ----------------------------------------- Principal Amount Registered No. $ CUSIP PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (herein called the "Company," which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars on the Stated Maturity specified above (or any Redemption Date or Repayment Date as defined below), and to pay interest thereon from the Original Issue 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 with the Interest Payment Date next succeeding the Original Interest Date specified above, and at Maturity, at the Interest Rate per annum A-1 specified above, computed on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for and, to the extent that payment of such interest shall be legally enforceable, at the Default Rate per annum specified above on any overdue payment of principal, premium, if any, and/or interest. 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 Note (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 except that if the Original Issue Date of this Note is after the Regular Record Date specified above and before the corresponding Interest Payment Date, the first payment of interest on this Note shall be made to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date with respect to the next succeeding 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 Note (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 paid in such other manner as permitted by the Indenture. Notwithstanding the foregoing, if an Addendum is attached hereto or "Other/Additional Provisions" apply to this Note as specified on the face hereof, this Note shall be subject to the terms set forth in such Addendum or such "Other/Additional Provisions". Payment of the principal of and premium, if any, on this Note and interest hereon at Maturity shall be made upon presentation of this Note (and with respect to any applicable repayment of this Note, a duly completed election form as contemplated below) at the Corporate Trust Office of First Trust of New York, 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 Note (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 Note 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 premium, if any, and interest on this Note, 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 Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), 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 First Trust of New York, National Association, as successor trustee (herein called the "Trustee," which term includes any further 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 Note shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Note is one of the series designated above. A-2 If any Interest Payment Date, any Redemption Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Note 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, Redemption Date or Stated Maturity, as the case may be, to such Business Day. Unless otherwise specified in an Addendum attached hereto, this Note shall not be subject to any sinking fund or other mandatory redemption and, unless otherwise specified on the face hereof in accordance with the provisions of the following four paragraphs, this Note is not subject to optional redemption or repayment prior to the Stated Maturity hereof. This Note is subject to redemption at the option of the Company at any time on or after the Initial Redemption Date, if any, specified on the face hereof, as a whole at any time or from time to time in part, in increments of $1,000 (provided that any remaining principal amount hereof shall be at least $100,000), at the Redemption Price (as defined below), plus unpaid accrued interest hereon to the date fixed for redemption (each, a "Redemption Date"). The "Redemption Price" shall initially be the Initial Redemption Percentage specified on the face hereof multiplied by the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage, if any, specified on the face hereof until the Redemption Price is 100% of the unpaid principal amount to be redeemed. Notice of redemption shall be given by mail to the Holder of this Note, not less than 30 days nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be conditional upon the receipt by the Paying Agent or Agents for this Note, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, on this Note; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Note. In the event of redemption of this Note in part only, a new Note or Notes of this series, of like tenor, for the unredeemed portion hereof and otherwise having the same terms as this Note will be issued in the name of the Holder hereof upon the cancellation hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or in part in increments of $1,000 (provided that any remaining principal amount hereof shall be at least $100,000), at a repayment price equal to 100% of the unpaid principal amount to be repaid, plus unpaid interest accrued hereon to the date fixed for repayment (each a "Repayment Date"). For this Note to be repaid, this Note must be received not more than 60 nor less than 30 calendar days prior to the Repayment Date, together with the form hereon entitled "Option to Elect Repayment" duly completed, by the Trustee at its Corporate Trust Office in New York, New York or such other office or agency as may be designated by the Company from time to time. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Indenture. A-3 The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note 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 Note. As provided in the Indenture and subject to certain limitations therein set forth, this Note 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 premium, if any, and interest on this Note when due. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of First Trust of New York, 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 Notes are issuable only as registered Notes, without coupons, and in denominations of $100,000 and in any greater amount in integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of the same series and Tranche, of any authorized denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender of the Note or Notes to be exchanged at the Corporate Trust Office of First Trust of New York, National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time. A-4 The Company shall not be required to execute or provide for the registration of transfer of or the exchange of this Note during a period of 15 days immediately preceding the date notice is given calling this Note or any part hereof for redemption, except with respect to the unredeemed portion of any Note being redeemed in part. 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 Note 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 Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York. 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 the principal of, or premium, if any, or interest on this Note, are generally authorized or required by law, regulation or executive order to remain closed. All other terms used in this Note 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, premium, if any, 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 Note 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 under its corporate seal to be hereunto affixed and attested. PUBLIC SERVICE COMPANY OF COLORADO By:___________________________________ Senior Vice President Attest: ______________________________ Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:_______________ FIRST TRUST OF NEW YORK, OR FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION NATIONAL ASSOCIATION, as Trustee 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 Note may not be transferred or exchanged, nor may any purported transfer be registered, except (i) this Note 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 Note may be exchanged for definitive Notes registered in the respective names of the beneficial holders hereof, and thereafter shall be transferable without restrictions if: (A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to this Note or the Company becomes aware that the Depositary has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, A-6 as amended, and in any such case 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 this Note; (B) the Company shall have delivered to the Trustee an Officer's Certificate to the effect that this Note 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 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 this Note in respect thereof will be materially impaired unless such owners become Holders of definitive Notes. ________________ 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 Note of PUBLIC SERVICE COMPANY OF COLORADO and does hereby irrevocably constitute and appoint ________________, Attorney, to transfer said Note 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 Note in every particular without alteration or enlargement or any change whatsoever. A-7 OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date, to the undersigned, at _______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) For this Note to be repaid, the Trustee must receive at its Corporate Trust Office in New York, New York not more than 60 nor less than 30 calendar days prior to the Repayment Date, this Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of $1,000 (provided that any remaining principal amount hereof shall be at least $100,000)) which the Holder elects to have repaid and specify the denomination or denominations (which shall be a minimum of $100,000) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Principal Amount to be Repaid: $____________ _________________________________ Date:_______________________ Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. A-8 SCHEDULE A SUPPLEMENTAL INDENTURES Date of Principal Supplemental Principal Amount Indenture Series of Bonds Amount Issued Outstanding --------- --------------- ------------- ----------- November 1, 1993 Series No. 1 $134,500,000 $134,500,000 January 1, 1994 Series No. 2 due 2001 and $102,667,000 $102,667,000 Series No. 2 due 2024 $110,000,000 $110,000,000 September 2, 1994 Appointment of None None Successor Trustee May 1, 1996 Series No. 3 due 2006 $125,000,000 $125,000,000 I-1 SCHEDULE B DESCRIPTION OF PROPERTY II-1 EX-5 5 OPINION OF COUNSEL Exhibit 5 LeBoeuf, Lamb, Greene & MacRae L.L.P. 125 West 55th Street New York, NY 10019-5389 October 22, 1996 Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202 Re: Public Service Company of Colorado -- $400,000,000 in Aggregate Principal Amount of First Collateral Trust Bonds --------------------------------------------- Dear Sirs: We are acting as counsel for Public Service Company of Colorado (the "Company") in connection with the proposed issuance and sale of up to $400,000,000 in aggregate principal amount of First Collateral Trust Bonds (the "Securities") of the Company, to be issued in one or more separate series, pursuant to an Indenture dated as of October 1, 1993, and the indentures supplemental thereto, including one or more supplemental indentures to be entered into in connection with the issuance of the Securities (the "Indenture"), between the Company and First Trust of New York, National Association, as successor trustee thereunder (the "Trustee"). As such counsel, we have examined such corporate records, certificates and other documents as we have considered necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid records, certificates and documents. Upon the basis of the foregoing examination and subject to the limitations contained herein, we are of the opinion that: Public Service Company of Colorado October 22, 1996 Page 2 (a) when (i) the Registration Statement that is being filed with the Securities and Exchange Commission with respect to the Securities has become effective under the Securities Act of 1933, as amended (the "Act") and (ii) the Prospectus relating to the Securities has been duly supplemented with respect to the Securities of a particular series, and, as so supplemented, duly filed under the Act, no further authorization, consent or approval by any regulatory authority will be required for the valid issuance and sale of the Securities of such series (except under the so-called "blue-sky" or securities laws of the several states, as to the applicability of which we do not express an opinion); (b) when the Board of Directors of the Company has approved the terms and conditions of the Supplemental Indenture creating a series of Securities and the terms and conditions relating to the issuance and sale of the Securities of such series, the Securities of such series will have been duly authorized by the Company; (c) upon the execution and filing with the Trustee of the proper papers with respect to the Securities of a particular series, the Securities of such series will be issuable under the terms of the Indenture; and (d) upon the execution, authentication and delivery of the Securities of each particular series in accordance with the corporate and governmental authorizations and the instruments referred to above and, upon receipt of payment therefor, the Securities of such series will be legally issued and binding obligations of the Company and will be entitled to the benefits provided by the Indenture on a parity with the Securities of other series which may hereafter be issued thereunder pursuant to the terms thereof. We consent to the filing of this opinion with and as a part of said Registration Statement and the use of our name therein and in the related Prospectus under the caption "Legal Opinions" and in any amendments or supplements to the Registration Statement and Prospectus. Very truly yours, /s/LeBoeuf, Lamb, Greene & MacRae, L.L.P EX-12 6 COMPUTATION RATIO Exhibit 12 PUBLIC SERVICE COMPANY OF COLORADO AND SUBSIDIARIES COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO CONSOLIDATED FIXED CHARGES
Six Months Ended June 30, Year Ended December 31, 1996 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- ---- (Thousands of Dollars, except ratios) Fixed charges: Interest on long-term debt $ 43,782 $ 85,832 $89,005 $ 98,089 $ 92,581 $ 81,666 Interest on borrowings against corporate- owned life insurance contracts.......... 19,286 34,717 29,786 25,333 18,312 8,144 Other interest............................ 9,947 23,392 14,235 9,445 12,357 14,574 Amortization of debt discount and expense less premium ........................... 1,842 3,278 3,126 2,018 1,790 1,827 Interest component of rental expense...... 5,379 6,729 6,888 6,824 7,904 6,892 ----- ----- ----- ----- ----- ----- Total ................................. $ 80,236 $153,948 $143,040 $141,709 $132,944 $113,103 ======== ======== ======== ======== ======== ======== Earnings (before fixed charges and taxes on income): Net income............... $ 98,966 $178,856 $170,269 $157,360 $136,623 $149,693 Fixed charges as above.................... 80,236 153,948 143,040 141,709 132,944 113,103 Provisions for Federal and state taxes on income, net of investment tax credit amortization............................ 57,459 95,357 48,500 60,994 53,149 69,288 ------ ------ ------ ------ ------ ------ Total.................................. $236,661 $428,161 $361,809 $360,063 $322,716 $332,084 ======== ======== ======== ======== ======== ======== Ratio of earnings to fixed charges 2.95 2.78 2.53 2.54 2.43 2.94 ======== ======== ======= ======= ======== ========
EX-15 7 LETTER FROM ARTHUR ANDERSON EXHIBIT 15 October 22, 1996 Public Service Company of Colorado We are aware that Public Service Company of Colorado has incorporated by reference in this registration statement, pertaining to the registration of $400,000,000 of First Collateral Trust Bonds, in one or more series of secured medium-term notes, its Form 10-Q's for the quarters ended March 31, 1996 and June 30, 1996, which include our reports dated May 10, 1996 and August 6, 1996, respectively, covering the unaudited consolidated condensed financial statements contained therein. Pursuant to Regulation C of the Securities Act of 1933, these reports are not considered a part of the registration statement prepared or certified by our Firm or a report prepared or certified by our Firm within the meaning of Sections 7 and 11 of the Act. ARTHUR ANDERSEN LLP EX-23 8 ARTHUR ANDERSON CONSENT EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 15, 1996, included in Public Service Company of Colorado's Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in such Form 10-K. ARTHUR ANDERSEN LLP Denver, Colorado October 22, 1996 EX-25 9 STATEMENT OF ELIGIBILITY (T-1) Exhibit 25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 _______________ FORM T - 1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE _______________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________ FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-3781471 (I. R. S. Employer Identification No.) 100 Wall Street, New York, NY 10005 (Address of principal executive offices) (Zip Code) _______________ Dennis J. Calabrese, President First Trust of New York, National Association 100 Wall Street, 16th Floor New York, NY 10005 Telephone: (212) 361-2506 (Name, address and telephone number of agent for service) ______________ PUBLIC SERVICE COMPANY OF COLORADO (Exact name of obligor as specified in its charter) Colorado 84-0296600 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1225 17th Street Denver, Colorado 80202 (Address of principal executive offices) (Zip Code) _______________ FIRST COLLATERAL TRUST BONDS (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee - - (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. Exhibit 1. Articles of Association of First Trust of New York, National Association, incorporated herein by reference to Exhibit 1 of Form T-1, Registration No. 33-83774. Exhibit 2. Certificate of Authority to Commence Business for First Trust of New York, National Association, incorporated herein by reference to Exhibit 2 of Form T-1, Registration No. 33-83774. Exhibit 3. Authorization of the Trustee to exercise corporate trust powers for First Trust of New York, National Association, incorporated herein by reference to Exhibit 3 of Form T-1, Registration No. 33-83774. Exhibit 4. By-Laws of First Trust of New York, National Association, Incorporated herein by reference to Exhibit 4 of Form T-1, Registration No. 33-55851. Exhibit 5. Not applicable. Exhibit 6. Consent of First Trust of New York, National Association, required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 of Form T-1, Registration No.33-83774. Exhibit 7. Report of Condition of First Trust of New York, National Association, as of the close of business on June 30, 1996, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not applicable. Exhibit 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Trust of New York, National Association, a national banking association organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 21st day of October, 1996. FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION By: /s/ Catherine F. Donohue ________________________________ Catherine F. Donohue Vice President Exhibit 7 First Trust of New York, N. A. Statement of Financial Condition As of 06/30/96 ($000's) 06/30/96 -------- Assets Cash and Due From Depository Institutions $29,167 Federal Reserve Stock 3,658 Fixed Assets 707 Intangible Assets 82,730 Other Assets 8,084 ----- Total Assets $124,346 ======== Liabilities Other Liabilities 6,207 ----- Total Liabilities 6,207 Equity Common and Preferred Stock 1,000 Surplus 120,932 Undivided Profits (3,793) ------ Total Equity Capital 118,139 Total Liabilities and Equity Capital $124,346 ======== ================================================================================ To the best of the undersigned's determination, as of this date the above financial information is true and correct. First Trust of New York, N. A. By: /s/ Catherine F. Donohue __________________________ Vice President Date: October 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----