sv4

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o


(1)	In accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended, the registration fee is based on the book value, which has been calculated as of June 10, 2003, of the outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 of Public Service Company of Colorado to be canceled in the exchange transaction hereunder.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until we 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, as amended, 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.

Each broker-dealer that receives exchange first collateral trust bonds for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange first collateral trust bonds. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange first collateral trust bonds received in exchange for original first collateral trust bonds where such original first collateral trust bonds were acquired by such broker-dealer as a result of market-making activities or other trading activities. The registrant has agreed that, starting on the expiration date and ending on the close of business 210 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

We are offering to exchange first collateral trust bonds registered under the Securities Act of 1933, as amended, for a like principal amount of original first collateral trust bonds that we issued in a private placement that closed on March 14, 2003.

The terms of the exchange first collateral trust bonds are substantially identical to the terms of the original first collateral trust bonds, except that the exchange first collateral trust bonds will not contain transfer restrictions and will not have the registration rights that apply to the original first collateral trust bonds or entitle their holders to additional interest for our failure to comply with these registration rights. The terms and conditions of the exchange offer are more fully described in this prospectus.

You may withdraw tenders of original first collateral trust bonds at any time prior to the expiration of the exchange offer. We will exchange all original first collateral trust bonds that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

U.S. Bank Trust National Association is serving as the exchange agent. If you wish to tender your original first collateral trust bonds, you must complete, execute and deliver, among other things, a letter of transmittal to the exchange agent no later than 5:00 p.m., New York City time, on the expiration date.

Any outstanding original first collateral trust bonds not validly tendered will remain subject to existing transfer restrictions.

There is no existing market for the exchange first collateral trust bonds offered by this prospectus and we do not intend to apply for their listing on any securities exchange or any automated quotation system.

We believe that the exchange of original first collateral trust bonds for exchange first collateral trust bonds will not be taxable for United States federal income tax purposes. See “Material United States Federal Income Tax Considerations”.

The exchange first collateral trust bonds will have the same financial terms and covenants as the original first collateral trust bonds, and will be subject to the same business and financial risks.

You should consider carefully the “Risk Factors” beginning on page 10 of this prospectus before tendering your original first collateral trust bonds for exchange.

We are not asking you for a proxy and you are requested not to send us a proxy.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus and the documents it incorporates by reference contain statements that are not historical fact and constitute “forward-looking statements”. When we use words like “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “may”, “should” or similar expressions, or when we discuss our strategy or plans, we are making forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results may differ materially from those expressed in these forward-looking statements. These statements are necessarily based upon various assumptions involving judgments with respect to the future and other risks, including, among others:


	•	general economic conditions, including their impact on capital expenditures;

	•	rating agency action;

	•	our ability, and that of our affiliates, to access the capital markets and obtain credit on favorable terms;

	•	business conditions in the energy industry, retail and wholesale;

	•	competitive factors;

	•	unusual weather;

	•	effects of geopolitical events, including war and acts of terrorism;

	•	changes in federal or state law, and decisions of regulatory commissions;

	•	changes in accounting principles;

	•	risk factors discussed under “Risk Factors”; and

	•	the other risk factors listed from time to time by us in reports filed with the Securities and Exchange Commission.

You are cautioned not to rely unduly on any forward-looking statements. These risks and uncertainties are discussed in more detail under “Business”, “Management’s Discussion and Analysis” and “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2002, in our Quarterly Report on Form 10-Q for the period ended March 31, 2003, and other documents on file with the SEC. You may obtain copies of these documents as described under the caption “Where You Can Find More Information”.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exhaustive.

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

We are “incorporating by reference” the documents filed with the SEC that are listed below, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made after the date of the registration statement of which this prospectus is a part with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, until we sell all of the securities.


	•	Our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on February 26, 2003;

	•	Our Quarterly Report on Form 10-Q for the period ended March 31, 2003 filed with the SEC on May 15, 2003; and

	•	Our Current Report on Form 8-K filed with the SEC on March 10, 2003.

We are not required to, and do not, provide annual reports to holders of our first collateral trust bonds unless specifically requested by a holder.

You may also obtain a copy of our filings with the SEC at no cost by writing to or telephoning us at the following address:


	Corporate Secretary
	Public Service Company of Colorado
	1225 17th Street, Suite 900
	Denver, Colorado 80202-5533
	(303) 571-7511

This summary highlights some of the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus and the documents to which we refer you in deciding whether to exchange your original first collateral trust bonds for exchange first collateral trust bonds. You should read the following summary together with the more detailed information and consolidated financial statements and the notes to those statements included elsewhere in or incorporated by reference into this prospectus. The term “original first collateral trust bonds” as used in this prospectus refers to our outstanding 4.875% first collateral trust bonds, series No. 11 due 2013 that we issued on March 14, 2003 and that have not been registered under the Securities Act of 1933, as amended. The term “exchange first collateral trust bonds” refers to our 4.875% first collateral trust bonds, series No. 12 due 2013 offered under this prospectus.

In this prospectus, except as otherwise indicated or the context otherwise requires, “Public Service Company”, “PSCo”, “we”, “our”, and “us” refer to Public Service Company of Colorado, a Colorado corporation.

We were incorporated in 1924 under the laws of the State of Colorado. We are an operating utility engaged principally in the generation, purchase, transmission, distribution and sale of electricity and the purchase, transportation, distribution and sale of natural gas. We serve approximately 1.3 million electric customers and approximately 1.2 million gas customers in Colorado.

We own the following direct subsidiaries: 1480 Welton, Inc., which owns certain of our real estate interests; PSR Investments, Inc., which owns and manages permanent life insurance policies on certain of our employees; Green and Clear Lakes Co., which owns water rights; and PSCO Capital Trust I, a special purpose financing trust. We also hold controlling interests in several other relatively small ditch and water companies whose capital requirements are not significant.

We are a wholly-owned subsidiary of Xcel Energy Inc., a registered holding company under the Public Utility Holding Company Act of 1935. Among Xcel Energy’s other subsidiaries are Northern States Power Company, a Minnesota corporation, Southwestern Public Service Company, a New Mexico corporation, Northern States Power Company, a Wisconsin corporation, and NRG Energy, Inc., a Delaware corporation (“NRG”). As a result of an exchange of shares of Xcel Energy for publicly held shares of NRG in 2002, NRG is now an indirect wholly-owned subsidiary of Xcel Energy. NRG is a global energy company, primarily engaged in the ownership and operation of power generation facilities and the sale of energy, capacity and related products. On May 14, 2003, NRG filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.

Our principal executive offices are located at 1225 17th Street, Denver, Colorado 80202-5533 and our telephone number is (303) 571-7511.

Since mid-2002, NRG has experienced severe financial difficulties, resulting primarily from declining credit ratings and lower prices for power. These financial difficulties have caused NRG to, among other things, miss several scheduled payments of interest and principal on its bonds and incur asset impairment charges and other costs in excess of $3 billion in 2002. These asset impairment charges are related to write-offs for anticipated losses on sales of several projects as well as anticipated losses related to projects for which NRG has stopped funding.

On March 26, 2003, the board of directors of Xcel Energy approved a tentative settlement with holders of most of NRG’s long-term notes and the steering committee representing NRG’s bank lenders regarding

alleged claims of such creditors against Xcel Energy, including claims related to the support and capital subscription agreement between Xcel Energy and NRG dated May 29, 2002 (the “Support Agreement”) pursuant to which Xcel Energy would pay up to $752 million. On May 14, 2003, NRG, including certain subsidiaries, filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The filing included its plan of reorganization. The plan incorporates the terms of the tentative settlement. The terms of the settlement provide, among other things, for the payment by Xcel Energy of up to $752 million to NRG to settle all claims of NRG against Xcel Energy, including all claims under the Support Agreement. A plan support agreement reflecting the settlement has been signed by Xcel Energy, NRG, holders of approximately 40 percent in principal amount of NRG’s long-term notes and bonds, along with two NRG banks who serve as co-chairs of the Global Steering Committee for the NRG bank lenders. This agreement will become fully effective upon execution by holders of approximately an additional ten percent in principal amount of NRG’s long-term notes and bonds and by a majority of NRG bank lenders representing at least two-thirds in principal amount of NRG’s bank debt.

Xcel Energy expects to finance the above payments with cash on hand at the holding company level and with funds from the tax benefits associated with its write-off of its investment in NRG.

Consummation of the settlement, including Xcel Energy’s obligations to make the payments described above, is contingent upon, among other things, the following:


	(1)	The effective date of the NRG plan of reorganization for the NRG voluntary bankruptcy proceeding described above occurring on or prior to December 15, 2003;

	(2)	The final plan of reorganization approved by the Bankruptcy Court and related documents containing terms satisfactory to Xcel Energy, NRG and various groups of the NRG creditors;

	(3)	The receipt of releases in favor of Xcel Energy from holders of at least 85 percent of the general unsecured claims held by NRG’s creditors; and

	(4)	The receipt by Xcel Energy of all necessary regulatory and other approvals.

Because many of the conditions to the settlement are not within Xcel Energy’s control, NRG’s plan of reorganization, in the form filed with the bankruptcy court, may not be confirmed or the settlement may not be effectuated. Xcel Energy believes that any effort to substantively consolidate Xcel Energy’s assets and liabilities with those of NRG during the bankruptcy proceedings would be without merit.

On March 14, 2003, we completed the private offering of $250 million in aggregate principal amount of our 4.875% first collateral trust bonds, series No. 11 due 2013. These original first collateral trust bonds were not registered under the Securities Act and, therefore, they are subject to significant restrictions on resale. Accordingly, when we sold these original first collateral trust bonds, we entered into a registration rights agreement with the initial purchasers that requires us to deliver to you this prospectus and to permit you to exchange your original first collateral trust bonds for exchange first collateral trust bonds that have substantially identical terms to the original first collateral trust bonds, except that the exchange first collateral trust bonds will be freely transferable and will not have covenants regarding registration rights or additional interest. The exchange first collateral trust bonds will be issued under the same indenture under which the original first collateral trust bonds were issued and, as a holder of the exchange first collateral trust bonds, you will be entitled to the same rights under the indenture that you had as a holder of original first collateral trust bonds.


		collateral trust bonds are registered and instruct it to tender your original first collateral trust bonds on your behalf. You must comply with the procedures of The Depository Trust Company (“DTC”) for tender and delivery of book-entry securities in order to validly tender your original first collateral trust bonds for exchange.

		Questions regarding the exchange of original first collateral trust bonds or the exchange offer generally should be directed to the exchange agent at the address specified under the caption “The Exchange Offer — Exchange Agent”.

Guaranteed Delivery Procedures		If you wish to exchange your original first collateral trust bonds and you cannot get the required documents to the exchange agent by the expiration date or you cannot tender and deliver your original first collateral trust bonds in accordance with DTC’s procedures by the expiration date, you may tender your original first collateral trust bonds according to the guaranteed delivery procedures described under the caption “The Exchange Offer — Guaranteed Delivery Procedures”.

Withdrawal Rights		You may withdraw the tender of your original first collateral trust bonds at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Acceptance of Original First Collateral Trust Bonds and Delivery of Exchange First Collateral Trust Bonds		We will accept for exchange any and all original first collateral trust bonds that are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date, as long as all of the terms and conditions of the exchange offer are met. We will deliver the exchange first collateral trust bonds promptly following the expiration date.

Resale of Exchange First Collateral Trust Bonds		Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued by the SEC to third parties, we believe that you may offer for resale, resell or otherwise transfer the exchange first collateral trust bonds without complying with the registration and prospectus delivery requirements of the Securities Act if:

		• you are acquiring the exchange first collateral trust bonds in the ordinary course of your business and do not hold any original first collateral trust bonds to be exchanged in the exchange offer that were acquired other than in the ordinary course of business;

		• you are not a broker-dealer tendering original first collateral trust bonds acquired directly from us;

		• you are not participating, do not intend to participate and have no arrangements or understandings with any person to participate in the exchange offer for the purpose of distributing the exchange first collateral trust bonds; and

The terms of the exchange first collateral trust bonds we are issuing in the exchange offer and the original first collateral trust bonds are identical in all material respects, except that:


	•	the exchange first collateral trust bonds will have been registered under the Securities Act;

	•	the exchange first collateral trust bonds will not contain transfer restrictions; and

	•	the exchange first collateral trust bonds will not have the registration rights that apply to the original first collateral trust bonds or entitle their holders to additional interest for our failure to comply with these registration rights.

A brief description of the material terms of the exchange first collateral trust bonds is set forth below:


		30-day months) at the Treasury Yield (as defined below under the caption “Description of the Exchange First Collateral Trust Bonds”) plus 20 basis points, plus in each case accrued and unpaid interest to the redemption date.

Use of Proceeds		We will not receive any proceeds from the issuance of the exchange first collateral trust bonds. We are making the exchange offer solely to satisfy our obligations under the registration rights agreement.

The following tables present our summary consolidated historical financial data. The data presented in these tables are from “Selected Consolidated Financial Data” included elsewhere in this prospectus. You should read that section for a further explanation of the financial data summarized here. You should also read the summary consolidated financial data presented below in conjunction with “Management’s Discussion and Analysis”, our audited and unaudited consolidated financial statements and related notes and other financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the period ended March 31, 2003, which we incorporate by reference in this prospectus. See “Where You Can Find More Information”. The historical financial information may not be indicative of our future performance.


(1)	In June 2002, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a partial consensus on Issue No. 02-03 “Recognition and Reporting of Gains and Losses on Energy Trading Contracts under EITF Issue No. 98-10, ‘Accounting for Contracts Involved in Energy Trading and Risk Management Activities’ ”. The EITF concluded that all gains and losses related to energy trading activities within the scope of EITF No. 98-10 (whether or not settled physically) must be shown net in the statement of income, effective for periods ending after July 15, 2002. In the consolidated income statement data table above, electric and gas trading revenue and electric and gas trading expense for the three months ended March 31, 2003 and 2002 (unaudited) and the years ended December 31, 2002, 2001 and 2000 (audited) are reflected on a net basis. We have not reclassified operating revenue and expense for the years ended December 31, 1999 and 1998. The implementation of EITF 02-03 had no impact on operating income or net income reported for any of the periods presented.

(2)	Includes extraordinary loss of $1.5 million related to redemption premiums and other costs incurred in connection with redemption of long-term debt of 1480 Welton, Inc. (net of income tax).

(3)	For purposes of computing the ratio of earnings to fixed charges, (1) earnings consist of net income plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits and less undistributed equity in earnings of unconsolidated investees, and (2) fixed charges consist of interest on long-term debt, other interest charges, distributions on redeemable preferred securities of subsidiary trust and amortization of debt discount, premium and expense.

(4)	On May 30, 2003, we announced that we would redeem $144,840,000 of our 8 3/4% First Mortgage Bonds due 2022 on June 30, 2003.

(5)	On May 29, 2003, we announced that we would redeem all mandatorily redeemable preferred securities of our subsidiary trust on June 30, 2003.

You should carefully consider the risks described below as well as other information contained in this prospectus before exchanging your original first collateral trust bonds. The risks described in this section are those that we consider to be the most significant to your decision whether to invest in our exchange first collateral trust bonds. If any of the events described below occurs, our business, financial condition or results of operations could be materially harmed. In addition, we may not be able to make payments on the exchange first collateral trust bonds, and this could result in your losing all or part of your investment.

As we are a subsidiary of Xcel Energy, we may be negatively affected by events at Xcel Energy and its affiliates, particularly NRG.

We are an operating electric and gas utility and a subsidiary of Xcel Energy. Xcel Energy has a number of other utility and non-utility subsidiaries, including NRG. As stated below, our security ratings and access to the capital markets have been negatively impacted recently, and may be further affected in the future, because of our affiliation with Xcel Energy and NRG.

Since mid-2002, NRG has experienced severe financial difficulties, resulting primarily from declining credit ratings and lower prices for power. These financial difficulties have caused NRG to, among other things, miss several scheduled payments of interest and principal on its bond and incur asset impairment charges and other costs in excess of $3 billion in 2002 and 2003. NRG’s credit ratings were downgraded below investment grade in July 2002. As a result of NRG’s financial difficulties, Xcel Energy’s credit ratings and our credit ratings were also lowered.

As of May 31, 2003, Xcel Energy’s senior unsecured debt was rated “BBB-” (CreditWatch positive) by Standard & Poor’s and “Baa3” (stable outlook) by Moody’s. Our secured debt was rated “BBB+” (CreditWatch positive) by Standard & Poor’s and “Baa1” (stable outlook) by Moody’s.

As described in more detail under the caption “Summary — Our Company — Recent Developments”, on May 14, 2003, NRG and some of its subsidiaries filed voluntary petitions for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. NRG’s plan of reorganization incorporates the terms of a tentative settlement among Xcel Energy, NRG and various members of NRG’s major credit constituencies pursuant to which Xcel Energy would pay up to $752 million. As described more fully below, confirmation of NRG’s plan of reorganization and consummation of the settlement is contingent upon a number of things, many of which are not within Xcel Energy’s control. Accordingly, NRG’s plan of reorganization may not be confirmed or the settlement may not be effectuated.

If the settlement is not effectuated, or if there are other developments in the NRG bankruptcy case that are adverse to Xcel Energy, it could have a material adverse impact on our credit ratings, on the value of the first collateral trust bonds and on our ability to make payments on the exchange first collateral trust bonds.

If Xcel Energy’s credit ratings and access to capital were restricted, it would limit Xcel Energy’s ability to contribute equity or make loans to us and we may need to seek alternative sources of funds to meet temporary cash needs.

Xcel Energy provides various guarantees and bond indemnities supporting some of its subsidiaries by guaranteeing the payment or performance by those subsidiaries of specified agreements or transactions. As of March 31, 2003, Xcel Energy’s exposure under these guarantees totaled approximately $150 million, which amount will vary over time. Xcel Energy may be required to provide credit enhancements in the form of cash collateral, letters of credit or other security to satisfy part or potentially all of these exposures in the event that Standard & Poor’s or Moody’s were to downgrade Xcel Energy’s credit ratings below investment grade.

Any downgrade of Xcel Energy’s debt securities would increase its cost of capital and restrict its access to the capital markets. This would limit Xcel Energy’s ability to contribute equity or make loans to us, or may

We rely on Xcel Energy Services, a subsidiary service company of Xcel Energy, for many administrative services. If Xcel Energy were to experience severe financial difficulties, it could temporarily disrupt the provision of these services or cause us to provide those services ourselves, at potentially greater cost.

The Public Utility Holding Company Act of 1935 (“PUHCA”) contains limitations on the ability of registered holding companies and certain of their subsidiaries to issue securities. Such registered holding companies and their subsidiaries may not issue securities unless authorized by an exemptive rule or order of the SEC. For utility subsidiaries like us, one of the exemptive rules permits utilities to issue securities to finance their business so long as the issuance has been approved by the appropriate state utility commission. In our case, this exchange first collateral trust bond offering and our short-term borrowings have been authorized by the Public Utilities Commission of the State of Colorado (the “CPUC”) and are exempt under this rule. To the extent we wish to issue securities that are not exempt by rule under PUHCA, we will need to seek authorization from the SEC under PUHCA.

Because Xcel Energy does not qualify for any of the main exemptive rules, it sought and received financing authority from the SEC under PUHCA for various financing arrangements. One of the conditions of that financing order, which also included authorization for intrasystem loans for the Xcel Energy subsidiaries to the extent not otherwise exempt, was that Xcel Energy’s ratio of common equity to total capitalization, on a consolidated basis, be at least 30%.

As of March 31, 2003, taking into account the deconsolidation of NRG following its bankruptcy filing, Xcel Energy’s common equity ratio, on a pro forma basis, was at least 40%. If Xcel Energy’s common equity ratio were to fall below 30%, and Xcel Energy were unable to obtain relief from the SEC, Xcel Energy may not be able to issue securities, which could limit its ability to contribute equity or make loans to us, or may cause Xcel Energy to seek additional or accelerated funding from us in the form of dividends. If such event were to occur, we may need to seek alternative sources of funds to meet temporary cash needs. Alternative sources of funds could include the issuance of additional secured first collateral trust bonds or unsecured debt securities. No assurance can be given that such alternatives will be available to us in required amounts or at reasonable costs.

See also the discussion under the caption “— Risks Associated with Our Business — We may be subject to enhanced scrutiny and potential liabilities as a result of our trading operations. Further, trading operations conducted by Xcel Energy through its subsidiaries could adversely affect Xcel Energy and its ability to contribute equity or make loans to us”.

Our affiliate, NRG, has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The creditors of NRG and its subsidiaries could attempt to make claims against Xcel Energy or us, including claims to substantively consolidate our assets and liabilities with those of NRG and/or to substantively consolidate our assets and liabilities with those of Xcel Energy or NRG, and claims against Xcel Energy under piercing the corporate veil, alter ego or related theories. These claims, if successful, could have a material adverse effect on our financial position and liquidity, on the value of the exchange first collateral trust bonds, and on our ability to make payments on the exchange first collateral trust bonds.

If the settlement agreement described above under the caption “Summary — Our Company — Recent Developments” is not effectuated in the NRG bankruptcy proceeding, NRG or its creditors could seek to substantively consolidate Xcel Energy and/or us with NRG or could assert other claims against Xcel Energy under piercing the corporate veil, alter ego or other related theories. Even if the settlement agreement is effectuated, those creditors of NRG who did not release Xcel Energy could seek to substantively consolidate Xcel Energy and/or us with NRG or could assert other claims against Xcel Energy under piercing the corporate veil, alter ego or other related theories. The equitable doctrine of substantive consolidation would permit a bankruptcy court to disregard the separateness of related entities and to consolidate and pool the entities’ assets and liabilities and treat them as though held and incurred by one entity where the interrelationship among the entities warrants such consolidation. Substantive consolidation is an equitable

remedy in bankruptcy that results in the pooling of assets and liabilities of a debtor with one or more of its debtor affiliates or, in very rare circumstances, non-debtor affiliates, solely for the purposes of the bankruptcy case, including treatment under a reorganization plan. The practice of substantive consolidation is not expressly authorized under the Bankruptcy Code and there are no definitive rules as to when a court will order substantive consolidation. Courts agree, however, that substantive consolidation should be invoked sparingly. A court’s decision whether to order substantive consolidation turns primarily on the facts of the case.

Circumstances that courts have generally considered in determining whether to substantively consolidate the assets and liabilities of a debtor and one or more of its affiliated entities in cases under the Bankruptcy Code include: (a) whether such entities operate independently of one another; (b) whether corporate or other applicable organizational formalities are observed in the operation of such entities; (c) whether the assets of such entities are kept separate and whether records are kept that permit the segregation of the assets and liabilities of such entities; (d) whether such entities hold themselves out to the public as separate entities; (e) whether such entities have maintained separate financial statements; (f) whether such entities have made intercompany guarantees on loans; (g) whether such entities share common officers, directors or employees; (h) whether the creditors have relied on the financial condition of an entity separately from the financial condition of the entity proposed to be consolidated in extending credit; (i) whether the consolidation of, or the failure to consolidate, the assets and liabilities of such entities will result in unfairness to creditors; and (j) whether consolidation of such entities will adversely impact the chances of a successful reorganization.

If NRG or its creditors were to assert claims of substantive consolidation, or piercing the corporate veil, alter ego or related theories, in the NRG bankruptcy proceeding, the bankruptcy court could resolve the issue in a manner adverse to Xcel Energy. One of the creditors of an NRG project that filed involuntary bankruptcy proceedings against that project included claims against NRG and Xcel Energy. If the bankruptcy court were to allow substantive consolidation of us with NRG or with NRG and Xcel Energy or the substantive consolidation of Xcel Energy and NRG, it could have a material adverse effect on us and on our ability to make payments on the exchange first collateral trust bonds, and in any event, would likely preclude Xcel Energy from making loans or equity contributions to us and from providing credit support to us and would likely disrupt all our relationships with Xcel Energy, including its provision of administrative services to us.

In 2002, our credit ratings were lowered and could be further lowered as a consequence of changes in the credit ratings of our affiliates or otherwise. If this were to occur, the value of the exchange first collateral trust bonds could be reduced.

Our senior secured debt has been assigned a rating of “BBB+” (CreditWatch positive) by Standard & Poor’s and of “Baa1” (stable outlook) by Moody’s. Our commercial paper has been assigned a short-term rating of “A-2” by Standard & Poor’s and of “P2” by Moody’s.

The reductions in our credit ratings in 2002 occurred in the context of a series of developments involving Xcel Energy and its subsidiaries, particularly NRG. These included a severe deterioration in the credit ratings of NRG that began in 2001 and continued in 2002.

Any future downgrade of our securities will likely increase our cost of capital and reduce our access to the capital markets. This could adversely affect our financial condition and results of operations. We cannot assure you that any of our current ratings or those of our affiliates, including Xcel Energy and NRG, will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency. Further, adverse developments related to the NRG bankruptcy case, particularly as they might affect Xcel Energy or us, could have an adverse effect on our credit ratings. Any lowering of the rating of our first collateral trust bonds would likely reduce the value of the exchange first collateral trust bonds.

We are a wholly-owned subsidiary of Xcel Energy. Xcel Energy can exercise substantial control over our dividend policy and business and operations and may do so in a manner that is adverse to our interests.

Our board of directors consists of officers of Xcel Energy. Our board makes determinations with respect to the following:


	•	decisions on our financings and our capital raising activities;

	•	mergers or other business combinations; and

	•	our acquisition or disposition of assets.

Historically we have paid quarterly dividends to Xcel Energy. In 2001, 2002 and the first three months of 2003, we paid $221 million, $231 million and $61 million of dividends to Xcel Energy, respectively. Our board of directors could decide to increase dividends, within the limitations of our approved capital structure, to Xcel Energy to support its cash needs. This could adversely affect our liquidity. Under PUHCA, we can only pay dividends out of current earnings and retained earnings without prior approval of the SEC. At March 31, 2003, our retained earnings were approximately $442 million.

Recent and ongoing lawsuits relating to Xcel Energy’s ownership of NRG could impair Xcel Energy’s profitability and liquidity and could divert the attention of our management.

Our president and chief executive officer, Wayne H. Brunetti, and our former chief financial officer, Edward J. McIntyre, have served in similar capacities at Xcel Energy. On July 31, 2002, a lawsuit purporting to be a class action on behalf of purchasers of Xcel Energy common stock between January 31, 2001 and July 26, 2002, was filed in the United States District Court in Minnesota. The complaint named Xcel Energy; Wayne H. Brunetti, Chairman, President and Chief Executive Officer of Xcel Energy; Edward J. McIntyre, former Vice President and Chief Financial Officer of Xcel Energy; and James J. Howard, former Chairman of Xcel Energy, as defendants. Among other things, the complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 related to allegedly false and misleading disclosures concerning various issues, including “round trip” energy trades, the existence of cross-default provisions in Xcel Energy’s and its subsidiary, NRG’s credit agreements with lenders, NRG’s liquidity and credit status, the supposed risks to Xcel Energy’s credit rating and the status of Xcel Energy’s internal controls to monitor trading of its power. Since the filing of the lawsuit on July 31, 2002, several additional lawsuits were filed with similar allegations, one of which added claims on behalf of a purported class of purchasers of two series of NRG Senior Notes issued by NRG in January 2001. The cases have all been consolidated, and a consolidated amended complaint has been filed. The amended complaint charges false and misleading disclosures concerning “round trip” energy trades and the existence of provisions in Xcel Energy’s credit agreements with lenders for cross-defaults in the event of a default by NRG; it adds as additional defendants Gary R. Johnson, Vice President and General Counsel of Xcel Energy, Richard C. Kelly, Vice President and Chief Financial Officer of Xcel Energy, two former executive officers of NRG (David H. Peterson, Leonard A. Bluhm) and one current executive officer of NRG (William T. Pieper) and a former independent director of NRG (Luella G. Goldberg); and it adds claims of false and misleading disclosures (also regarding “round trip” trades and the cross-defaults provisions) under Section 11 of the Securities Act. On August 15, 2002, a shareholder derivative action was filed in the same court as the class actions described above purportedly on Xcel Energy’s behalf, against certain of Xcel Energy’s directors and certain present and former officers, citing essentially the same circumstances as the class actions and asserting breach of fiduciary duty. Subsequently, two additional derivative actions were filed in the state trial court for Hennepin County, Minnesota, against essentially the same defendants, focusing on alleged wrongful energy trading activities and asserting breach of fiduciary duty for failure to establish and maintain adequate accounting controls, abuse of control and gross mismanagement. In addition, complaints have been filed against Xcel Energy, certain of Xcel Energy’s present and former officers and directors and the members of Xcel Energy’s board of directors in the United States District Court for the District of Colorado under the Employee Retirement Income Security Act by participants in Xcel Energy’s 401(k) plan and ESOP plan, alleging breach of fiduciary duty in allowing or encouraging purchase, contribution and/or retention of Xcel Energy’s common stock in the plans, and misleading statements and omissions in that regard, and purporting to represent classes from as early as September 23, 1999 forward. Xcel Energy has filed motions to dismiss the claims in each of these matters. None of the motions has yet been ruled upon.

On February 26, 2003, Fortistar Capital, Inc. and Fortistar Methane, LLC (together, “Fortistar”) filed a $1 billion lawsuit in the Federal District Court for the Northern District of New York against Xcel Energy and

five former employees of NRG or NEO Corp., a subsidiary of NRG. In the lawsuit, Fortistar claims that the defendants violated the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and committed fraud by engaging in a pattern of negotiating and executing agreements “they intended not to comply with” and “made false statements later to conceal their fraudulent promises.” The allegations against Xcel Energy are, for the most part, limited to purported activities related to the contract for its Pike Energy power facility in Mississippi and statements related to an “equity infusion” into NRG by Xcel Energy. The plaintiffs allege damages of some $350 million and also assert entitlement to a trebling of these damages under the provisions of RICO. The present and former NRG and NEO Corp. officers and employees have requested indemnity from NRG and NRG is now examining these requests. Xcel Energy cannot at this time estimate the likelihood of an unfavorable outcome to the defendants in this lawsuit.

If any one or a combination of these cases result in a substantial monetary judgment against Xcel Energy or are settled on unfavorable terms, Xcel Energy’s results of operations and liquidity could be materially adversely affected.

There may be changes in the regulatory environment that impair our ability to recover costs from our customers.

As a result of the energy crisis in California and the financial troubles at a number of energy companies, including the financial challenges of Xcel Energy and NRG, the regulatory environments in which we operate have received an increased amount of public attention. The profitability of our utility operations is dependent on our ability to recover costs related to providing energy and utility services to our customers. Although we believe that the current regulatory environment applicable to our business would permit us to recover the costs of our utility services, it is possible that there could be changes in the regulatory environment that would impair our ability to recover costs historically absorbed by our customers.

In light of the recent credit and liquidity events regarding Xcel Energy and NRG, we face enhanced scrutiny from our state regulators. The CPUC has asked for information related to the impact of NRG’s financial circumstances on us but has not begun a formal investigation. Further, these events could negatively impact the positions taken by the CPUC in our pending and future rate proceedings. This could result in reduced recovery of our costs. State utility commissions generally possess broad powers to ensure that the needs of the utility customers are being met. We may be asked to ensure that our customers are not harmed as a result of NRG’s bankruptcy filing.

The Federal Energy Regulatory Commission (the “FERC”) has jurisdiction over wholesale rates for electric transmission service and electric energy sold in interstate commerce, hydro facility licensing and certain other activities of our utility subsidiaries. Federal, state and local agencies also have jurisdiction over many of our other activities.

We are unable to predict the impact on our operating results from the future regulatory activities of any of these agencies. Changes in regulations or the imposition of additional regulations could have an adverse impact on our results of operations and hence could materially and adversely affect our ability to meet our financial obligations, including making payments on the notes.

If we receive unfavorable regulatory treatment, our financial condition could be negatively affected.

General Rate Case. We are subject to the jurisdiction of the CPUC with respect to, among other things, the rates we can charge retail customers. In May 2002, we filed a combined general retail electric, natural gas and thermal energy base rate case with the CPUC to address increased costs for providing services to Colorado customers. This filing was required as part of the Xcel Energy Merger Stipulation and Agreement previously approved by the CPUC.

Intervenors, including the CPUC Staff and the Colorado Officer of Consumer Counsel, have filed testimony requesting both electric and gas base rate decreases. On April 4, 2003, a comprehensive settlement agreement between us and all but one of the intervenors was executed and filed with the CPUC, which


	•	annual base rate decreases of approximately $33 million for natural gas and $230,000 for electricity, including an annual reduction to electric depreciation expense of approximately $20 million, effective July 1, 2003;

	•	an interim adjustment clause (“IAC”) that recovers 100 percent of prudently incurred 2003 electric fuel and purchased energy expense above the expense recovered through electric base rates during 2003. This clause is projected to recover energy costs totaling approximately $216 million in 2003. The IAC originally went into effect on January 1, 2003. The IAC rate was increased on May 1, 2003 by $93 million to recover the total anticipated energy costs for 2003;

	•	a new electric commodity adjustment clause (“ECA”) for 2004 through 2006, with an $11.25 million cap on any cost sharing over or under an allowed ECA formula rate; and

	•	an authorized return on equity of 10.75 percent for electricity and 11.0 percent for natural gas and thermal energy.

On May 29, 2003, the CPUC engaged in deliberations on the settlement agreement and entered an oral decision approving the settlement agreement with only minor modifications. We expect the CPUC to issue its written order reflecting the results of the May 29, 2003 deliberations in late June 2003. We are now moving to the phase II, rate design, portion of the case.

Fuel Adjustment Clause Proceedings. Certain of our wholesale power customers have filed complaints with the FERC alleging that we have been improperly collecting certain fuel and purchased energy costs through the wholesale fuel cost adjustment clauses included in our rates. The FERC consolidated these complaints and set them for hearing and settlement judge procedures. In November 2002, the Chief Judge terminated settlement procedures after settlement was not reached. The complainants’ filed initial testimony in late April 2003 claiming the improper inclusion of fuel and purchased energy costs in the range of $40 million to $50 million related to the period from 1996 to 2002. We are currently analyzing the testimony and will file responsive testimony in June 2003. The hearings are scheduled for August 2003.

We had an incentive cost adjustment (“ICA”) for periods prior to calendar 2003, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2002. The CPUC is conducting a proceeding to review and approve the incurred and recoverable 2001 costs under the ICA. In April 2003, the CPUC Staff and an intervenor filed testimony recommending disallowance of fuel and purchased energy costs, which, if granted, would result in a $30 million reduction in recoverable 2001 ICA costs. We are currently analyzing the testimony of the CPUC Staff and the intervenor and will file rebuttal testimony in June 2003. The hearings on this matter are scheduled to commence in July 2003. If CPUC Staff and the intervenor are successful, recommended disallowances would also result in a reduction of the recoverable 2002 ICA costs. A review of the 2002 recoverable ICA costs will be conducted in a future proceeding.

At March 31, 2003, we have recorded our deferred fuel and purchased energy costs based on the expected rate recovery of our costs as filed in the above-referenced rate proceedings, without the adjustments proposed by various parties. Pending the outcome of these regulatory proceedings, we cannot at this time determine whether any customer refunds or disallowances of our deferred costs will be required.

Pacific Northwest Refund Proceeding. In July 2001, the FERC ordered a preliminary hearing to determine whether there may have been unjust and unreasonable charges for spot market bilateral sales in the Pacific Northwest for the period December 25, 2000 through June 20, 2001. We supplied energy to the Pacific Northwest markets during this period and have been an active participant in the hearings. In September 2001, the presiding administrative law judge concluded that prices in the Pacific Northwest during the referenced period were the result of a number of factors, including the shortage of supply, excess demand, drought and increased natural gas prices. Under these circumstances the administrative law judge concluded that the prices in the Pacific Northwest markets were not unreasonable or unjust and no refunds should be ordered. Subsequent to the ruling the FERC has allowed the parties to request additional evidence regarding the use of

On March 26, 2003, the FERC at its open meeting discussed this proceeding. While the action that the FERC plans to take cannot be definitively ascertained from that discussion, it appears that the FERC may conduct further proceedings to determine whether spot-market bilateral sales in the Pacific Northwest should be subject to refund.

If the proceedings before the FERC or the CPUC are not resolved in our favor, or if the CPUC, for any reason, does not grant us, in a timely manner, the increases we have requested or does not approve the settlement agreement or issue a final rate order with new rates that are consistent with those provided for in the settlement agreement, this could have a negative impact on our financial condition and results of operations.

We are subject to commodity price risk, credit risk and other risks associated with energy markets.

We are exposed to market and credit risks in our generation, retail distribution and energy trading operations. The level of these risks are materially reduced by retail fuel and energy expenses adjustments clauses which allow certain costs to be recovered from retail customers. To minimize the risk of market price and volume fluctuations, we enter into physical and financial derivative instrument contracts to hedge purchase and sale commitments, fuel requirements and inventories of natural gas, distillate fuel oil, electricity and coal. However, physical and financial derivative instrument contracts do not completely eliminate risks, including commodity price changes, market supply shortages and credit risk. The impact of these variables could result in our inability to fulfill contractual obligations, significantly higher energy or fuel costs relative to corresponding sales contracts.

Credit risk includes the risk that counterparties that owe us money or energy will breach their obligations. Should the counterparties to these arrangements fail to perform, we may be forced to enter into alternative arrangements. In that event, our financial results could be adversely affected and we could incur losses.

We mark our energy trading portfolio to estimated fair market value on a daily basis (mark-to-market accounting), which causes earnings variability. Quoted market prices are utilized in determining the value of electric energy, natural gas and related derivative commodity instruments. For longer-term positions, which are limited to a maximum of eighteen months, and certain short-term positions for which market prices are not available, we utilize models based on forward price curves. These models incorporate estimates and assumptions as to a variety of factors such as pricing relationships between various energy commodities and geographic locations. Actual experience can vary significantly from these estimates and assumptions.

We may be subject to enhanced scrutiny and potential liabilities as a result of our trading operations. Further, trading operations conducted by Xcel Energy through its subsidiaries could adversely affect Xcel Energy and its ability to contribute equity or make loans to us.

On May 8, 2002, in response to disclosure by Enron Corporation of certain trading strategies used in 2000 and 2001, which may have violated market rules, the FERC ordered all sellers of wholesale electricity and/or ancillary services to the California Independent System Operator or Power Exchange, including us, to respond to data requests, including requests about the use of certain trading strategies. On May 22, 2002, Xcel Energy reported to the FERC that it had not engaged directly in the trading strategies identified in the May 8th inquiry. However, Xcel Energy reported that at times during 2000 and 2001, its regulated operations did sell energy to another energy company that may then have resold the electricity for delivery into California as part of an overstated electricity load in schedules submitted to the California Independent System Operator. During that period, Xcel Energy’s regulated operations made sales to the other electricity provider of approximately 8,000 megawatt-hours in the California intra-day market, which resulted in revenues to Xcel Energy of approximately $1.5 million. Xcel Energy cannot determine from its records what part of such sales was associated with over-schedules due to the volume of records and the relatively small amount of sales.

To supplement the May 8, 2002 request, on May 21, 2002, the FERC ordered all sellers of wholesale electricity and/or ancillary services in the United States portion of the Western Systems Coordinating Council during 2000 and 2001 to report whether they had engaged in activities referred to as “wash”, “round trip” or “sell/buyback” trading. On May 31, 2002, Xcel Energy reported to the FERC that it had not engaged in so-called “round trip” electricity trading as identified in the May 21, 2002 inquiry.

On May 13, 2002, independently and not in response to any regulatory inquiry, Xcel Energy reported that we had engaged in a group of transactions in 1999 and 2000 with the trading arm of Reliant Resources, Inc. (“Reliant”) in which we bought a quantity of power from Reliant and simultaneously sold the same quantity back to Reliant. For doing this, we normally received a small profit. We made a total pretax profit of approximately $110,000 on these transactions. These transactions included one trade with Reliant in which we simultaneously bought and sold power at the same price without realizing any profit. In this transaction, we agreed to buy from Reliant 15,000 megawatts per hour, during the off-peak hours of the months of November and December 1999. Collectively, these sales with Reliant consisted of approximately 10 million megawatt hours in 1999 and 1.8 million megawatt hours in 2000 and represented approximately 55 percent of our trading volumes for 1999 and approximately 15 percent of our trading volumes for 2000. The purpose of the non-profit transaction was in expectation of entering into additional future for-profit transactions, such as the ones described above. We engaged in these transactions with Reliant for the proper commercial objective of making a profit. We did not enter into these transactions to inflate volumes or revenues and, at the time the transactions occurred, the transactions were reported net in our financial statements.

Xcel Energy has also received a subpoena from the SEC for documents concerning “round trip trades”, as identified in the SEC subpoena, in electricity and natural gas with Reliant. for the period January 1, 1999 to the present. The SEC subpoena is issued pursuant to a formal order of private investigation that does not name Xcel Energy as a subject of the investigation. Based upon accounts in the public press, management believes that similar subpoenas in the same investigations have been served on other industry participants. Xcel Energy and we are cooperating with the regulators and taking steps to assure satisfactory compliance with the subpoenas.

If it were to be determined that we acted improperly in connection with these trading activities, we could be subject to a range of potential sanctions, including civil penalties and loss of market-based trading authority.

In addition, a number of actions have been filed in state and federal courts relating to power sales in California and other Western markets from May 2000 through June 2001. Although we have not been named in the California litigation, it is possible that we could be brought into the pending litigation, or named in future proceedings. There are also actions pending at FERC regarding these and similar issues. We cannot assure you that we will not have to pay refunds or other damages as a result of these proceedings. Any such refunds or damages could have an adverse effect on our financial condition and results of operations.

Pursuant to a formal order of investigation, on June 17, 2002 the Commodity Futures Trading Commission (the “CFTC”) issued broad subpoenas to Xcel Energy on behalf of its affiliates, including us, calling for production, among other things, of “all documents related to natural gas and electricity trading”. Since that time, Xcel Energy has produced documents and other materials in response to numerous more specific requests under the June 17, 2002 subpoenas. Certain of these requests and Xcel Energy’s responses have concerned so-called “round-trip trades”. By a subpoena dated January 29, 2003 and related letter requests, the CFTC has requested that Xcel Energy produce all documents related to all data submittals and documents provided to energy industry publications. Also beginning on January 29, 2003, the CFTC has sought testimony from twenty current and former employees and executives, and may seek additional testimony from other employees and executives, concerning the reporting of energy transactions to industry publications. Xcel Energy has produced documents and other materials in response to the January 29, 2003 subpoena, including documents identifying instances where Xcel Energy’s subsidiary, e prime inc., reported natural gas transactions to an industry publication in a manner inconsistent with the publication’s instructions.

A number of energy companies have stated in documents filed with the FERC that employees reported fictitious natural gas transactions to industry publications. Two companies have agreed to pay $5 million and

$20 million, respectively, to the CFTC to settle alleged violations related to the reporting of fictitious transactions. These and other energy companies are also subject to a recent order by the FERC placing requirements on natural gas marketers related to reporting. In addition, one individual trader from each of the companies that was fined has been charged in criminal indictments with reporting fictitious transactions.

Xcel Energy continues to investigate whether e prime reported fictitious transactions to industry publications, and e prime has suspended several employees for failure to cooperate in the investigation. Nevertheless, Xcel Energy believes that none of e prime’s reporting to industry publications had any effect on the financial accounting treatment of any transaction recorded in Xcel Energy’s books and records. Xcel Energy is cooperating in the CFTC investigation, but cannot predict the outcome of any investigation.

We are subject to environmental laws and regulations to which it may be difficult and costly to comply.

We are subject to a number of environmental laws and regulations affecting many aspects of our past, present and future operations, including air emissions, water quality, wastewater discharges, and the management of wastes and hazardous substances. These laws and regulations generally require us to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Environmental laws and regulations may also require us to perform environmental remediations, including remediations of properties formerly used to manufacture gas, and to install pollution control equipment at our facilities. Both public officials and private individuals may seek to enforce the applicable environmental laws and regulations against us. We cannot assure you that existing environmental laws or regulations will not be revised or that new laws or regulations seeking to protect the environment will not be adopted or become applicable to us or that we will not identify in the future conditions that will result in obligations or liabilities under existing environmental laws and regulations. Revised or additional laws or regulations which result in increased compliance costs or additional operating restrictions, or currently unanticipated costs or restrictions under existing laws or regulations, particularly if those costs are not fully recoverable from our customers, could have a material adverse effect on our financial condition and results of operations.

Our parent company, Xcel Energy, received a Notice of Violation from the United States Environmental Protection Agency (the “EPA”) alleging violations of the New Source Review requirements of the Clean Air Act at two of our stations in Colorado. The ultimate financial impact to us is uncertain at this time.

On November 3, 1999, the United States Department of Justice filed suit against a number of electric utilities for alleged violations of the Clean Air Act’s New Source Review (“NSR”) requirements related to alleged modifications of electric generating stations located in the South and Midwest. Subsequently, the EPA also issued requests for information pursuant to the Clean Air Act to numerous other electric utilities, including Xcel Energy and us, seeking to determine whether these utilities engaged in activities that may have been in violation of the NSR requirements. In 2001, Xcel Energy responded to the EPA’s initial information requests related to our plants in Colorado.

On July 1, 2002, Xcel Energy received a Notice of Violation (“NOV”) from the EPA alleging violations of the NSR requirements at our Comanche and Pawnee Stations in Colorado. The NOV specifically alleges that various maintenance, repair and replacement projects undertaken at the plants in the mid- to late-1990s were non-routine “major modifications” and should have required a permit under the NSR process. Xcel Energy believes it acted in full compliance with the Clean Air Act and NSR process. It believes that the projects identified in the NOV fit within the routine maintenance, repair and replacement exemption contained within the NSR regulations or are otherwise not subject to the NSR requirements. Xcel Energy also believes that the projects would be expressly authorized under the EPA’s NSR policy announced by the EPA administrator on June 22, 2002 and proposed in the Federal Register on December 31, 2002. Xcel Energy disagrees with the assertions contained in the NOV and intends to vigorously defend its position. As required by the Clean Air Act, the EPA met with Xcel Energy in a conference in September 2002 to discuss the NOV.

If the EPA is successful in any subsequent litigation regarding the issues set forth in the NOV or any matter arising as a result of its information requests, it could require us to install additional emission control

We have received a notice from the Internal Revenue Service (the “IRS”) proposing to disallow certain interest expense deductions we claimed in 1993 through 1997. Should the IRS ultimately prevail on this issue, our financial results could be materially adversely affected.

One of our wholly-owned subsidiaries, PSR Investments, Inc. (“PSRI”), owns and manages, among other things, permanent life insurance policies on some of our employees known as corporate-owned life insurance (“COLI”) policies. At various times, we made borrowings against the cash values of these COLI policies and deducted the interest expense on these borrowings. The IRS issued a Notice of Proposed Adjustment proposing to disallow interest expense deductions taken in tax years 1993 through 1997 related to COLI policy loans. In late 2001, we received a technical advice memorandum from the IRS National Office that communicated a position adverse to PSRI. Consequently, we expect the IRS to continue disallowing the interest deductions and seeking to impose an interest charge on the resulting underpayment of taxes for the tax years 1993 through 1997.

We intend to challenge the IRS determination, which could require several years to reach final resolution. Because management continues to believe it will successfully resolve this matter without a material adverse impact on our results of operations, PSRI has not recorded any provision for income tax or interest expense related to this matter and has continued to take deductions for interest expense related to policy loans on its income tax returns for subsequent years. However, defense of our position may require significant cash outlays on a temporary basis if refund litigation is pursued in United States District Court.

The total disallowance of interest expense deductions for the period of 1993 through 1997 is approximately $175 million. Additional interest expense deductions for the period 1998 through 2002 are estimated to total approximately $317 million. Should the IRS ultimately prevail on this issue, tax and interest payable through December 31, 2002 would reduce earnings by an estimated $214 million (after tax). Because we are continuing to claim deductions for interest expense related to these COLI policy loans, the tax and interest ultimately owed by us, should the IRS ultimately prevail, will continue to increase over time.

Should the IRS ultimately prevail on the COLI policy loan issue, our liquidity position, financial condition and results of operations could be materially adversely affected.

The consequences of a prolonged recession and adverse market conditions may include the continued uncertainty of energy prices and the capital and commodity markets. We cannot predict the impact of any continued economic slowdown or fluctuating energy prices. However, such impact could have a material adverse effect on our financial condition and results of operations.

The conflict in Iraq and any other military strikes or sustained military campaign may affect our operations in unpredictable ways, and may cause changes in the insurance markets, force us to increase security measures and cause disruptions of fuel supplies and markets, particularly with respect to gas and energy. The possibility that infrastructure facilities, such as electric generation, transmission and distribution facilities, would be direct targets of, or indirect casualties of, an act of war may affect our operations. War and the possibility of further war may have an adverse impact on the economy in general. A lower level of economic activity might result in a decline in energy consumption, which may adversely affect our revenues and future growth. Instability in the financial markets as a result of war may also affect our ability to raise capital.

Further, like other operators of major industrial facilities, our generation plants, fuel storage facilities and transmission and distribution facilities may be targets of terrorist activities that could result in disruption of our ability to produce or distribute some portion of our energy products. Any such disruption could result in a significant decrease in revenues and significant additional costs to repair and insure our assets, which could

have a material adverse impact on our financial condition and results of operation. In addition, these facilities constitute collateral for the first mortgage bonds issued under the 1939 Mortgage and the 1993 mortgage securities (each as defined below under the caption “Description of the Exchange First Collateral Trust Bonds”). Damage or destruction of such facilities could adversely affect the value of the collateral.

Increased competition resulting from restructuring efforts could have a significant financial impact on us and consequently decrease our revenue.

Retail competition and the unbundling of regulated energy and gas service could have a significant financial impact on us due to an impairment of assets, a loss of retail customers, lower profit margins and/or increased costs of capital. The restructuring may have a significant impact on our financial position, results of operations and cash flows. We cannot predict when we will be subject to changes in legislation or regulation, nor can we predict the impact of these changes on our financial position, results of operations or cash flows. We believe that the prices we charge for electricity and gas and the quality and reliability of our service currently place us in a position to compete effectively in the energy market.

Any lowering of the credit ratings of our first collateral trust bonds would likely reduce their value of the exchange first collateral trust bonds.

As described above under the caption “Risk Factors — Risks Related to Our Relationship to Xcel Energy and NRG”, our credit ratings have recently been lowered and could be further lowered in the future. Any lowering of the credit rating of our first collateral trust bonds would likely reduce the value of the exchange first collateral trust bonds.

The exchange first collateral trust bonds have no prior public market and a public market may not develop or be sustained after the offering.

Although the exchange first collateral trust bonds generally may be resold or otherwise transferred by holders who are not our affiliates without compliance with the registration requirements under the Securities Act, they will constitute a new issue of securities without an established trading market. We have been advised by the initial purchasers that they currently intend to make a market in the exchange first collateral trust bonds. However, such a market may not develop or, if it does develop, it may not continue. In addition, any such market-making activity may be limited during the exchange offer and during the pendency of any shelf registration that might be filed. If an active public market does not develop, the market price and liquidity of the exchange first collateral trust bonds may be adversely affected. Furthermore, we do not intend to apply for listing of the exchange first collateral trust bonds on any securities exchange or automated quotation system.

Even if a market for the exchange first collateral trust bonds does develop, you may not be able to resell the exchange first collateral trust bonds for an extended period of time, if at all. In addition, future trading prices for the exchange first collateral trust bonds will depend on many factors, including, among other things, prevailing interest rates, our financial condition and the market for similar securities. As a result, you may not be able to liquidate your investment quickly or to liquidate it at an attractive price.

Broker-dealers or first collateral trust bondholders may become subject to the registration and prospectus delivery requirements of the Securities Act.


	•	exchanges its original first collateral trust bonds in the exchange offer for the purpose of participating in a distribution of the exchange first collateral trust bonds; or

	•	exchanges original first collateral trust bonds that were received by it for its own account in the exchange offer,

may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange first collateral trust bonds and any commission or

In addition to broker-dealers, any first collateral trust bondholder that exchanges its original first collateral trust bonds in the exchange offer for the purpose of participating in a distribution of the exchange first collateral trust bonds may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that first collateral trust bondholder.

Risks Related to a Failure to Exchange Original First Collateral Trust Bonds for Exchange First Collateral Trust Bonds

You may have difficulty selling the original first collateral trust bonds which you do not exchange.

If you do not exchange your original first collateral trust bonds for the exchange first collateral trust bonds offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your original first collateral trust bonds. Those transfer restrictions are described in the indenture and in the legend contained on the original first collateral trust bonds, and arose because we issued the original first collateral trust bonds under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act. In general, you may offer or sell your original first collateral trust bonds only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. If you do not exchange your original first collateral trust bonds in the exchange offer, you will no longer be entitled to have those original first collateral trust bonds registered under the Securities Act.

In addition, if a large number of original first collateral trust bonds are exchanged for exchange first collateral trust bonds issued in the exchange offer, the principal amount of original first collateral trust bonds that will be outstanding will decrease. This will reduce the liquidity of the market for the original first collateral trust bonds, making it more difficult for you to sell your original first collateral trust bonds.

You must tender the original first collateral trust bonds in accordance with proper procedures in order to ensure the exchange will occur.

The exchange of the original first collateral trust bonds for the exchange first collateral trust bonds can only occur if the proper procedures, as detailed in this prospectus, are followed. The exchange first collateral trust bonds will be issued in exchange for the original first collateral trust bonds only after timely receipt by the exchange agent of the original first collateral trust bonds or a book-entry confirmation, a properly completed and executed letter of transmittal (or an agent’s message in lieu thereof) and all other required documentation. If you want to tender your original first collateral trust bonds in exchange for exchange first collateral trust bonds, you should allow sufficient time to ensure timely delivery. The exchange agent is not and we are not under any duty to give you notification of defects or irregularities with respect to your tender of original first collateral trust bonds for exchange. Original first collateral trust bonds that are not tendered will continue to be subject to the existing transfer restrictions. In addition, if you are an affiliate of ours or you tender the original first collateral trust bonds in the exchange offer in order to participate in a distribution of the exchange first collateral trust bonds, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Additional information is set forth below under the captions “The Exchange Offer” and “Plan of Distribution”.

If a market develops for the exchange first collateral trust bonds, the exchange first collateral trust bonds might trade at prices higher or lower than the initial offering price of the original first collateral trust bonds.

If a market develops for the exchange first collateral trust bonds, they might trade at prices higher or lower than the initial offering price of the original first collateral trust bonds. The trading price would depend on many factors, such as prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects.

We will not receive any cash proceeds from the issuance of the exchange first collateral trust bonds. The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the original first collateral trust bonds. In consideration for issuing the exchange first collateral trust bonds in exchange for the original first collateral trust bonds as described in this prospectus, we will receive, retire and cancel the original first collateral trust bonds that are properly offered for exchange. As a result, the issuance of the exchange first collateral trust bonds will not result in any increase or decrease in our indebtedness. We have agreed to bear the expenses of the exchange offer to the extent indicated in the registration rights agreement. No underwriter is being used in connection with the exchange offer.

The net proceeds from the issuance and sale of the original first collateral trust bonds, after deducting discounts, commissions and offering expenses, were approximately $247.8 million. We used those net proceeds to repay amounts that were outstanding under our prior 364-day credit facility and to pay long-term debt at maturity.

We issued and sold the original first collateral trust bonds on March 14, 2003 in a private placement. In connection with that issuance and sale, we entered into a registration rights agreement with the initial purchasers of the original first collateral trust bonds. In the registration rights agreement, we agreed to:


	•	file with the SEC the registration statement of which this prospectus is a part within 90 calendar days of the issue date of the original first collateral trust bonds relating to an offer to exchange the original first collateral trust bonds for the exchange first collateral trust bonds;

	•	cause the registration statement of which this prospectus is a part to be declared effective under the Securities Act within 180 calendar days of the issue date of the original first collateral trust bonds; and

	•	commence the exchange offer and keep the exchange offer open for at least 20 business days but not more than 30 business days after the date of this prospectus.

The exchange offer being made by this prospectus is intended to satisfy our obligations under the registration rights agreement. If we fail to exchange all validly tendered original first collateral trust bonds in accordance with the exchange offer on or prior to October 10, 2003, we will be required to pay additional interest to holders of original first collateral trust bonds until we have complied with this obligation.

Once the exchange offer is complete, we will have no further obligation to register any of the original first collateral trust bonds not tendered to us in the exchange offer, except to the limited extent that certain qualified institutional buyers, if any, are otherwise entitled to have their original first collateral trust bonds registered under a shelf registration as described under the caption “Exchange Offer and Registration Rights”. For a description of the restrictions on transfer of the original first collateral trust bonds, see “Risk Factors — Risks Related to the Exchange First Collateral Trust Bonds”.

Based on interpretations by the SEC staff set forth in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 7, 1993) and other no-action letters issued to third parties, we believe that you may offer for resale, resell and otherwise transfer the exchange first collateral trust bonds issued to you in the exchange offer without compliance with the registration and prospectus delivery requirements of the Securities Act if:


	•	you are acquiring the exchange first collateral trust bonds in the ordinary course of your business and do not hold any original first collateral trust bonds to be exchanged in the exchange offer that were acquired other than in the ordinary course of business;


	•	you are not a broker-dealer tendering original first collateral trust bonds acquired directly from us;

	•	you are not participating, do not intend to participate and have no arrangements or understandings with any person to participate in the exchange offer for the purpose of distributing the exchange first collateral trust bonds; and

	•	you are not our “affiliate”, within the meaning of Rule 405 under the Securities Act.

If you are not able to meet these requirements, you are a “restricted holder”. As a restricted holder, you will not be able to participate in the exchange offer, you may not rely on the interpretations of the SEC staff set forth in the no-action letters referred to above and you may only sell your original first collateral trust bonds in compliance with the registration and prospectus delivery requirements of the Securities Act or under an exemption from the registration requirements of the Securities Act or in a transaction not subject to the Securities Act.

We do not intend to seek our own no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange first collateral trust bonds as it has in such no-action letters to third parties.

In addition, if the tendering holder is a broker-dealer that will receive exchange first collateral trust bonds for its own account in exchange for original first collateral trust bonds that were acquired as a result of market-making or other trading activities, it may be deemed to be an “underwriter” within the meaning of the Securities Act. Any such holder will be required to acknowledge in the letter of transmittal that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of these exchange first collateral trust bonds. This prospectus may be used by those broker-dealers to resell exchange first collateral trust bonds they receive pursuant to the exchange offer. We have agreed that we will allow this prospectus to be used by any broker-dealer in any resale of exchange first collateral trust bonds until , 200 (210 days from the completion of this exchange offer).

Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of exchange first collateral trust bonds.

To the extent original first collateral trust bonds are tendered and accepted in the exchange offer, the principal amount of original first collateral trust bonds that will be outstanding will decrease with a resulting decrease in the liquidity in the market for the original first collateral trust bonds. Original first collateral trust bonds that are still outstanding following the completion of the exchange offer will continue to be subject to transfer restrictions.

Upon the terms and subject to the conditions of the exchange offer described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange all original first collateral trust bonds validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. We will issue $1,000 principal amount of exchange first collateral trust bonds in exchange for each $1,000 principal amount of original first collateral trust bonds accepted in the exchange offer. You may tender some or all of your original first collateral trust bonds pursuant to the exchange offer. However, original first collateral trust bonds may be tendered only in increments of $1,000.

The exchange offer is not conditioned upon any minimum aggregate principal amount of original first collateral trust bonds being tendered for exchange. As of the date of this prospectus, an aggregate of $250 million principal amount of original first collateral trust bonds was outstanding. This prospectus is being sent to all registered holders of original first collateral trust bonds. There will be no fixed record date for determining registered holders of original first collateral trust bonds entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Holders of original first collateral trust bonds do not have any appraisal or dissenters’ rights under law or under our Indenture dated October 1, 1993

(the “1993 Indenture”), as amended and supplemented, in connection with the exchange offer. Original first collateral trust bonds that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the 1993 Indenture, as amended and supplemented.

We will be deemed to have accepted for exchange validly tendered original first collateral trust bonds when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of original first collateral trust bonds for the purposes of receiving the exchange first collateral trust bonds from us and delivering the exchange first collateral trust bonds to the tendering holders.

If we do not accept for exchange any tendered original first collateral trust bonds because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, such unaccepted original first collateral trust bonds will be returned, without expense, to the holder tendering them or the appropriate book-entry will be made, in each case, as promptly as practicable after the expiration date.

We are not making, nor is our board of directors making, any recommendation to you as to whether to tender or refrain from tendering all or any portion of your original first collateral trust bonds in the exchange offer. No one has been authorized to make any such recommendation. You must make your own decision whether to tender your original first collateral trust bonds in the exchange offer and, if you decide to do so, you must also make your own decision as to the aggregate amount of original first collateral trust bonds to tender after reading this prospectus and the letter of transmittal and consulting with your advisers, if any, based on your own financial position and requirements.

The term “expiration date” means 5:00 p.m., New York City time, on , 2003, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

If we determine to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice.


	•	to delay accepting for exchange any original first collateral trust bonds; or

	•	to extend or terminate the exchange offer and to refuse to accept original first collateral trust bonds not previously accepted if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied by the expiration date.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

During any extension of the exchange offer, all original first collateral trust bonds previously tendered will remain subject to the exchange offer. We will return any original first collateral trust bonds that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or earlier termination of the exchange offer.

In order to exchange your original first collateral trust bonds, you must complete one of the following procedures by 5:00 p.m., New York City time, on the expiration date:


	•	if your original first collateral trust bonds are in book-entry form, the book-entry procedures for tendering your original first collateral trust bonds must be completed as described below under “— Book-Entry Transfer”;


	•	if you hold physical original first collateral trust bonds that are registered in your name (i.e., not in book-entry form), you must transmit a properly completed and duly executed letter of transmittal, certificates for the original first collateral trust bonds you wish to exchange and all other documents required by the letter of transmittal, to U.S. Bank Trust National Association, the exchange agent, at its address listed below under “— Exchange Agent”; or

	•	if you cannot tender your original first collateral trust bonds by either of the above methods by the expiration date, you must comply with the guaranteed delivery procedures described below under “— Guaranteed Delivery Procedures”.

A tender of original first collateral trust bonds by a holder that is not withdrawn prior to the expiration date will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of original first collateral trust bonds through DTC and the method of delivery of the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Holders should allow sufficient time to effect the DTC procedures necessary to validly tender their original first collateral trust bonds to the exchange agent before the expiration date. Holders should not send letters of transmittal or other required documents to us.

We will determine, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered original first collateral trust bonds and withdrawal of tendered original first collateral trust bonds, and our determination will be final and binding. We reserve the absolute right to reject any and all original first collateral trust bonds not properly tendered or any original first collateral trust bonds the acceptance of which would, in our opinion or in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular original first collateral trust bonds either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer as to any particular original first collateral trust bonds either before or after the expiration date, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original first collateral trust bonds for exchange must be cured within such time as we shall determine. Although we intend to notify holders of any defects or irregularities with respect to tenders of original first collateral trust bonds for exchange, neither we nor the exchange agent nor any other person shall be under any duty to give such notification, nor shall any of them incur any liability for failure to give such notification. Tenders of original first collateral trust bonds will not be deemed to have been made until all defects or irregularities have been cured or waived. Any original first collateral trust bonds received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders or, in the case of original first collateral trust bonds delivered by book-entry transfer within DTC, will be credited to the account maintained within DTC by the participant in DTC that delivered such original first collateral trust bonds, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In addition, we reserve the right in our sole discretion (a) to purchase or make offers for any original first collateral trust bonds that remain outstanding after the expiration date, (b) as set forth below under “— Conditions to the Exchange Offer”, to terminate the exchange offer and (c) to the extent permitted by applicable law, purchase original first collateral trust bonds in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

By signing, or otherwise becoming bound by, the letter of transmittal, each tendering holder of original first collateral trust bonds (other than certain specified holders) will represent to us that:


	•	it is acquiring the exchange first collateral trust bonds and it acquired the original first collateral trust bonds being exchanged in the ordinary course of its business;

	•	it is not a broker-dealer tendering original first collateral trust bonds acquired directly from us;


	•	it is not participating, does not intend to participate and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange first collateral trust bonds; and

	•	it is not our “affiliate”, within the meaning of Rule 405 under the Securities Act, or, if it is our affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the tendering holder is a broker-dealer that will receive exchange first collateral trust bonds for its own account in exchange for original first collateral trust bonds that were acquired as a result of market-making activities or other trading activities, it may be deemed to be an “underwriter” within the meaning of the Securities Act. Any such holder will be required to acknowledge in the letter of transmittal that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of these exchange first collateral trust bonds. The letter of transmittal states that by so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If your original first collateral trust bonds are in book-entry form and are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the registered holder of your original first collateral trust bonds and instruct it to promptly tender your original first collateral trust bonds for exchange on your behalf.

The exchange agent will establish an account with respect to the original first collateral trust bonds at DTC promptly after the date of this prospectus. Your book-entry first collateral trust bonds must be transferred into the exchange agent’s account at DTC in compliance with DTC’s transfer procedures in order for your original first collateral trust bonds to be validly tendered for exchange. Any financial institution that is a participant in DTC’s systems may cause DTC to transfer original first collateral trust bonds to the exchange agent’s account. The DTC participant, on your behalf, must transmit its acceptance of the exchange offer to DTC. DTC will verify this acceptance, execute a book-entry transfer of the tendered original first collateral trust bonds into the exchange agent’s account and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an “agent’s message” confirming that DTC has received an express acknowledgement from the DTC participant that the DTC participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant. Original first collateral trust bonds will be deemed to be validly tendered for exchange only if the exchange agent receives the book-entry confirmation from DTC, including the agent’s message, prior to the expiration date.

All references in this prospectus to deposit or delivery of original first collateral trust bonds shall be deemed to also refer to DTC’s book-entry delivery method.

Holders who wish to tender their original first collateral trust bonds and (1) whose original first collateral trust bonds are not immediately available or (2) who cannot deliver the letter of transmittal or any other required documents to the exchange agent prior to the expiration date or (3) who cannot complete the procedures for book-entry transfer on a timely basis may effect a tender if:


	•	the tender is made through an eligible institution;

	•	before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, listing the principal amount of original first collateral trust bonds tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange, Inc. trading days after the expiration date, a duly executed letter of transmittal, together with a confirmation of book-entry transfer of such original first collateral trust bonds into the exchange agent’s account at


		DTC and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by such eligible institution with the exchange agent; and

	•	within three New York Stock Exchange trading days after the expiration date, the exchange agent receives a confirmation of book-entry transfer of all original first collateral trust bonds tendered by the eligible institution into the exchange agent’s account at DTC in the case of book-entry original first collateral trust bonds, or a properly completed and executed letter of transmittal and the physical original first collateral trust bonds, in the case of original first collateral trust bonds in certificated form, and all other documents required by the letter of transmittal.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their original first collateral trust bonds according to the guaranteed delivery procedures described above.

Except as otherwise provided in this prospectus, tenders of original first collateral trust bonds may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth below under “— Exchange Agent”. Any notice of withdrawal must:


	•	specify the name of the person who tendered the original first collateral trust bonds to be withdrawn;

	•	identify the original first collateral trust bonds to be withdrawn, including the principal amount of such original first collateral trust bonds;

	•	state that the holder is withdrawing its election to exchange the original first collateral trust bonds to be withdrawn;

	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original first collateral trust bonds were tendered and include any required signature guarantees; and

	•	specify the name and number of the account at DTC to be credited with the withdrawn original first collateral trust bonds and otherwise comply with the procedures of DTC.

We will determine, in our sole discretion, all questions as to the validity, form and eligibility (including time of receipt) of any notice of withdrawal, and our determination shall be final and binding on all parties. Any original first collateral trust bonds so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer, and no exchange first collateral trust bonds will be issued with respect thereto unless the original first collateral trust bonds so withdrawn are validly re-tendered. Properly withdrawn original first collateral trust bonds may be re-tendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Any original first collateral trust bonds that are tendered for exchange through the facilities of DTC but that are not exchanged for any reason will be credited to an account maintained with DTC for the original first collateral trust bonds as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer.

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange first collateral trust bonds in exchange for, any original first collateral trust bonds, and we may terminate the exchange offer as provided in this prospectus prior to the expiration date, if:


	•	we are not permitted to effect the exchange offer according to the registration rights agreement because of any change in law, regulation or any applicable interpretation of the SEC staff; or


	•	a pending or threatened action or proceeding would impair our ability to proceed with the exchange offer.

These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions or may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of the right and each right shall be deemed an ongoing right which may be asserted at any time and from time to time.

If we determine in our reasonable judgment that any of the conditions are not satisfied, we may:


	•	refuse to accept and return to the tendering holder any original first collateral trust bonds or credit any tendered original first collateral trust bonds to the account maintained within DTC by the participant in DTC which delivered the original first collateral trust bonds; or

	•	extend the exchange offer and retain all original first collateral trust bonds tendered before the expiration date, subject to the rights of holders to withdraw the tenders of original first collateral trust bonds (see “— Withdrawal of Tenders” above); or

	•	waive the unsatisfied conditions with respect to the exchange offer prior to the expiration date and accept all properly tendered original first collateral trust bonds that have not been withdrawn or otherwise amend the terms of the exchange offer in any respect as provided under “— Expiration Date; Extensions; Amendments”.

In addition, we will not accept for exchange any original first collateral trust bonds tendered, and we will not issue exchange first collateral trust bonds in exchange for any of the original first collateral trust bonds, if at that time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

U.S. Bank Trust National Association has been appointed as the exchange agent for the exchange offer. All signed letters of transmittal and other documents required for a valid tender of your original first collateral trust bonds should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

Delivery to other than the above address or facsimile number will not constitute a valid delivery.

We will bear the expenses of soliciting tenders for the exchange offer. These expenses include fees and expenses of the exchange agent and the trustee, the registration fee, accounting and legal fees, printing costs, and related fees and expenses. We will principally solicit tenders for the exchange offer by mail or overnight courier, although our officers and regular employees may additionally solicit in person or by telephone or facsimile.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any brokers, dealers or others soliciting acceptance of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and its reasonable out-of-pocket expenses. We may also

pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for sending copies of this prospectus, letters of transmittal and related documents to holders of the original first collateral trust bonds and in tendering original first collateral trust bonds for their customers.

Holders who tender their original first collateral trust bonds for exchange will not be obligated to pay any transfer taxes in connection with the exchange offer.

We will recognize no gain or loss, for accounting purposes, as a result of the exchange offer. The expenses of the exchange offer and the unamortized expenses relating to the issuance of the original first collateral trust bonds will be amortized over the term of the exchange first collateral trust bonds.

Holders of original first collateral trust bonds who do not exchange their original first collateral trust bonds for exchange first collateral trust bonds pursuant to the exchange offer will not be able to offer, sell or otherwise transfer the original first collateral trust bonds except in compliance with the registration requirements of the Securities Act and other applicable securities laws, pursuant to an exemption from the securities laws or in a transaction not subject to the securities laws. Original first collateral trust bonds not exchanged pursuant to the exchange offer will otherwise remain outstanding in accordance with their respective terms and will continue to bear a legend reflecting these restrictions on transfer. Holders of original first collateral trust bonds do not have any appraisal or dissenters’ rights under the Minnesota Business Corporation Act in connection with the exchange offer.

Upon completion of the exchange offer, holders of original first collateral trust bonds will not be entitled to any rights to have the resale of original first collateral trust bonds registered under the Securities Act except to the limited extent that certain qualified institutional buyers, if any, are otherwise entitled under the registration rights agreement to have their original first collateral trust bonds registered under a shelf registration. Except for this limited circumstance, we do not intend to register under the Securities Act the resale of any original first collateral trust bonds that remain outstanding after completion of the exchange offer.

The following table sets forth our capitalization as of March 31, 2003. You should read the information in this table together with the detailed information and financial statements appearing in the documents incorporated by reference in this prospectus and with “Selected Consolidated Financial Data” included elsewhere in this prospectus.


(1)	On May 30, 2003, we announced that we would redeem $144,840,000 of our 8 3/4% First Mortgage Bonds due 2022 on June 30, 2003.

(2)	Approximately $1.818 billion of our total debt is secured. In addition, the amounts under our 364-day credit facility are secured.

(3)	On May 29, 2003, we announced that we would redeem all mandatorily redeemable preferred securities of our subsidiary trust on June 30, 2003.

The following selected consolidated financial data as of December 31, 2002 and 2001, and for the years ended December 31, 2002, 2001, 2000, 1999 and 1998 have been derived from our audited consolidated financial statements and the related notes. The consolidated financial data as of March 31, 2003 and 2002 have been derived from our unaudited financial statements. The information set forth below should be read together with “Management’s Discussion and Analysis”, our audited and unaudited consolidated financial statements and related notes and other financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2002 and our Quarterly Report on Form 10-Q for the period ended March 31, 2003, which we incorporate by reference in this prospectus. See “Where You Can Find More Information”. The historical financial information may not be indicative of our future performance.

Net cash provided by operating activities increased by $32.0 million or 24.0% for the first three months of 2003, compared with the first three months of 2002. Operating cash flows increased due to the timing of our billing cycles as of March 31, 2003 compared to March 31, 2002, income tax payment deferrals due to a larger deduction for tax depreciation and various other changes in our working capital between the two periods.

Net cash used in investing activities decreased by $0.7 million or 0.9% for the first three months of 2003, compared with the first three months of 2002.

Net cash provided by (used in) financing activities increased by $146.3 million or 291.7% for the first three months of 2003, compared with the first three months of 2002. The change is largely due to the issuance of $250 million of long term debt in the first quarter of 2003, that $42 million more short term was repaid in the first quarter of 2003 than the first quarter of 2002, that our parent contributed $50 million of capital to us in the first quarter of 2002 but made no contribution in the first quarter of 2003, and that the dividend that we paid to our parent was $7 million larger in the first quarter of 2003 than the first quarter of 2002.

Capital Expenditures. The estimated cost as of December 31, 2002, of our capital expenditure programs and other capital requirements for the years 2003, 2004 and 2005 are shown in the table below.

Our capital expenditure programs are subject to continuing review and modification. Actual utility construction expenditures may vary from the estimates due to changes in electric and natural gas projected load growth, the desired reserve margin and the availability of purchased power, as well as alternative plans for meeting our long-term energy needs. In addition, our need to comply with future requirements to install emission-control equipment may impact actual capital requirements.

Contractual Obligations and Other Commitments. We have a variety of contractual obligations and other commercial commitments that represent prospective requirements in addition to our capital expenditure programs. The following is a summarized table of contractual obligations as of December 31, 2002.


(1)	On May 30, 2003, we announced that we would redeem $144,840,000 of our 8 3/4% First Mortgage Bonds due 2022 on June 30, 2003.

(2)	Based on current commodity prices for index-priced commitments.

(3)	On May 29, 2003, we announced that we would redeem all mandatorily redeemable preferred securities of our subsidiary trust on June 30, 2003.

Historically we have paid quarterly dividends to Xcel Energy. In 2001, 2002 and the first three months of 2003, we have paid dividends to Xcel Energy of $221 million, $231 million and $61 million, respectively. The amount of dividends that we pay is dictated to some extent by the needs of Xcel Energy. As discussed above, due to limited access to the capital markets, Xcel Energy may require more cash from its operating subsidiaries, including us. Under PUHCA, we can only pay dividends out of current earnings and retained earnings without the prior approval of the SEC. As of March 31, 2003, our retained earnings were approximately $442 million.

We expect to meet future financing requirements by periodically issuing long-term debt, short-term debt and common equity to maintain desired capitalization ratios. As a result of being a subsidiary of a registered holding company under PUHCA, we are required to maintain a common equity ratio of 30% or higher in our consolidated capital structure. For these purposes, our common equity at March 31, 2003 was 44.3% of our total capitalization.

One of our potential funding sources is Xcel Energy. To the extent Xcel Energy becomes obligated to fund payments to NRG’s creditors, or if Xcel Energy experiences constraints on available capital sources, that may limit Xcel Energy’s ability to raise capital or to contribute equity to us.

We use a number of sources to fulfill short-term funding needs. Primary among these is operating cash flow, but also included are short-term borrowing arrangements such as notes payable and bank lines of credit. The amount and timing of short-term funding needs depend in large part on financing needs for utility construction expenditures as discussed previously under “— Capital Requirements”. We currently have in place a 364-day credit facility that has a capacity of $350 million and expires in May 2004. As of May 31, 2003, we had outstanding borrowings under our 364-day credit facility of $160 million.

Operating cash flow as a source of short-term funding is reasonably likely to be affected by such operating factors as weather; regulatory requirements including rate recovery of costs, environmental regulation compliance and industry deregulation; changes in the trends for energy prices and supply; as well as operational uncertainties that are difficult to predict.

Short-term borrowing as a source of short-term funding is affected by access to the capital markets on reasonable terms. Our access varies based on financial performance and existing debt levels. If current debt levels are perceived to be at or higher than standard industry levels or those levels that can be sustained by current operating performance, access to reasonable short-term borrowings could be limited. These factors are evaluated by credit rating agencies that review Xcel Energy and its subsidiary operations on an ongoing basis.

Our cost of capital and access to capital markets for both long-term and short-term funding are dependent in part on credit rating agency reviews. As discussed above under the caption “Risk Factors — Risks Related to Our Relationship to Xcel Energy and NRG”, our credit ratings have been lowered recently, and could be further lowered in the future, reflecting pressure on our credit profile resulting from NRG liquidity concerns.

As of March 31, 2003, we had cash and short-term investments of approximately $210 million.

We will issue the exchange first collateral trust bonds as fully registered bonds, without coupons, under an Indenture, dated as of October 1, 1993, between us and U.S. Bank Trust National Association (formerly First Trust of New York, National Association), as successor trustee. We refer to this Indenture, as supplemented and to be supplemented by various supplemental indentures, including one or more supplemental indentures relating to the first collateral trust bonds being offered by this prospectus, as the 1993 Mortgage. We refer to the exchange first collateral trust bonds being offered by this prospectus and all other debt securities issued under the 1993 Mortgage as 1993 mortgage securities or 1993 bonds. References to business day(s) in this description of the exchange first collateral trust bonds means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in New York, New York (or any other city in which an office or agency is maintained for the purpose of payment of the first collateral trust bonds) are generally authorized or required by law, regulation or executive order to remain closed. The information we are providing you in this prospectus concerning the 1993 bonds and the 1993 Mortgage is only a summary of the information provided in these documents. You should consult the 1993 bonds themselves, the 1993 Mortgage and other documents for more complete information on the 1993 bonds. In the summary below, we have included references to section numbers of the 1993 Mortgage so that you can easily locate these provisions. Capitalized terms used in the following summary have the meaning specified in the 1993 Mortgage unless otherwise defined below.

The 1993 Mortgage does not limit the amount of debt securities that we may issue under it. However, we may issue debt securities under the 1993 Mortgage only on the basis of, and to the extent we have available, an equivalent amount of Class A Bonds (as discussed below), retired 1993 mortgage securities and/or cash, or 70% of the cost or fair value of property additions. See “Issuance of Additional 1993 Mortgage Securities”. At May 31, 2003, we had $1.793 billion of our first collateral trust bonds outstanding (and $2.168 billion of our first mortgage bonds were outstanding, of which $1.793 billion were held by the trustee under our 1993 Indenture).

The holders of the outstanding first collateral trust bonds do not, and the holders of the exchange first collateral trust bonds offered hereby will not, have the right to require us to repurchase the first collateral trust bonds if we become involved in a highly leveraged or change of control transaction. The 1993 Indenture does not have any provision that is designed specifically in response to highly leveraged or change of control transactions. However, bondholders would have the security afforded as described below under the caption “Security”. In addition, any change in control transaction and any incurrence of substantial additional indebtedness, as first collateral trust bonds or otherwise, by us in a transaction of that nature would require

We will issue the exchange first collateral trust bonds as fully registered bonds without coupons in denominations of multiples of $1,000. The exchange first collateral trust bonds will be represented by permanent global bonds registered in the name of The Depository Trust Company or its nominee. We will pay principal and interest in immediately available funds to the registered holder, which will be DTC or its nominee.

The exchange first collateral trust bonds will mature on March 1, 2013. We will have the right to issue additional first collateral trust bonds under the 1993 Indenture at any time, subject to the conditions described below under the caption “Issuance of Additional 1993 Mortgage Securities”. The exchange first collateral trust bonds will bear interest at the annual rate stated on the cover page from the date of the last periodic payment of interest on the original first collateral trust bonds, or, if no interest has been paid, from March 14, 2003 payable on each March 1 and September 1, beginning September 1, 2003 to the person in whose name the exchange first collateral trust bond is registered at the close of business on February 15 or August 15 (whether or not a business day). Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months and on the basis of the actual number of days elapsed within any month in relation to the deemed 30 days.

We will pay interest, if any, on each exchange first collateral trust bond payable on each interest payment date to the person in whose name the exchange first collateral trust bond is registered as of the close of business on the regular record date relating to that interest payment date. We will pay interest payable at maturity (whether at stated maturity, upon redemption or otherwise) to the person to whom principal is paid at maturity. If we fail to pay interest on any exchange first collateral trust bond when due, we will pay the defaulted interest to the holder of the exchange first collateral trust bond as of the close of business on a date selected by the 1993 Mortgage trustee which is not more than 30 days and not less than 10 days prior to the date we propose for payment or in any other lawful manner not inconsistent with the requirements of any securities exchange on which the exchange first collateral trust bond may be listed, if the 1993 Mortgage trustee deems the manner of payment practicable. (See Section 307)

We will pay the principal of and premium, if any, and interest at maturity upon presentation of the exchange first collateral trust bonds at the corporate trust office of U.S. Bank Trust National Association (formerly First Trust of New York, National Association), in New York, New York, as our paying agent. We may change the place of payment on the bonds. We may appoint one or more additional paying agents (including us) and may remove any paying agent, all at our discretion. (See Section 602 and Article One of the Supplemental Indenture(s) relating to the first collateral trust bonds).

You may register the transfer of exchange first collateral trust bonds, and exchange your bonds for other exchange first collateral trust bonds of the same series and tranche, of authorized denominations and of like tenor and aggregate principal amount, at the corporate trust office of U.S. Bank Trust National Association (formerly First Trust of New York, National Association), in New York, New York, as security registrar. We may change the place for registration of transfer and exchange. We may designate one or more additional places for the registration and exchange, all at our discretion. (See Section 602) No service charge will be made for any transfer or exchange of the exchange first collateral trust bonds, but we may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange of the exchange first collateral trust bonds. We are not required to execute or to provide for the registration of transfer of or the exchange of (1) any exchange first collateral trust bonds during a period of 15 days prior to giving any notice of redemption or (2) any exchange first collateral trust bonds selected for redemption in whole or in part, except the unredeemed portion of any exchange first collateral trust bonds being redeemed in part. (See Section 305)

We may redeem the exchange first collateral trust bonds at any time, in whole or in part, at a “make whole” redemption price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the exchange first collateral trust bonds being redeemed, discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus in each case accrued and unpaid interest to the date fixed for redemption.

“Treasury Yield” means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the date fixed for redemption.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term to stated maturity of the exchange first collateral trust bonds that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the exchange first collateral trust bonds.

“Comparable Treasury Price” means, for any date fixed for redemption, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding the date fixed for redemption, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if that release (or any successor release) is not published or does not contain those prices on that business day, (A) the average of the Reference Treasury Dealer Quotations for the date fixed for redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations for the date fixed for redemption, or (B) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all of the Quotations.

“Independent Investment Banker” means Banc One Capital Markets, Inc. or its successor or, if such firm or its successor is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by the Trustee after consultation with us.

“Reference Treasury Dealer” means (1) each of Banc One Capital Markets, Inc., UBS Warburg LLC and any other primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) designated by, and not affiliated with, Banc One Capital Markets, Inc., UBS Warburg LLC and their respective successors, provided, however, that if either of the foregoing or any of their designees ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the date fixed for redemption.

To exercise our option to redeem any such exchange first collateral trust bonds, we will mail you a notice of redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If we elect to redeem fewer than all the exchange first collateral trust bonds, the security registrar will select the particular bonds to be redeemed by the method provided for any particular series, or if there is no such provision, by a method of random selection that the security registrar deems fair and appropriate. (See Sections 503 and 504)

Any notice of redemption at our option may state that the redemption will be conditional upon receipt by the paying agent or agents, on or prior to the date fixed for the redemption, of money sufficient to pay the principal, premium, if any, and interest, if any, on the bonds and that if the money has not been so received,

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.

General. Except as discussed under this caption and under “Issuance of Additional 1993 Mortgage Securities” below, all 1993 mortgage securities now or hereafter issued under the 1993 Mortgage will be secured, equally and ratably, primarily by:


	•	an equal principal amount of first mortgage bonds (which need not bear interest) issued under the Indenture, dated as of December 1, 1939 (referred to herein as the 1939 Mortgage), between us and U.S. Bank Trust National Association (formerly First Trust of New York, National Association) as successor trustee, and delivered to the trustee under the 1993 Mortgage. As discussed under the caption “Description of the 1939 Mortgage — Security”, the 1939 Mortgage constitutes, subject to specified exceptions, a first mortgage lien on substantially all of our properties; and

	•	the lien of the 1993 Mortgage on substantially all of our properties used or to be used in or in connection with the business of generating, purchasing, transmitting, distributing and/or selling electric energy, which lien is junior to the lien of the 1939 Mortgage.

As discussed below under “Class A Bonds”, if we acquire property subject to an existing mortgage and we assume all the obligations of the mortgagor under that mortgage, we could deliver to the 1993 Mortgage trustee bonds issued under that mortgage in lieu of or in addition to bonds issued under the 1939 Mortgage. We refer to the 1939 Mortgage and all such other pre-existing mortgages collectively as Class A Mortgages. If we were to deliver to the 1993 Mortgage trustee bonds issued under a Class A Mortgage other than the 1939 Mortgage, the 1993 mortgage securities would be secured by those bonds and by the lien of such Class A Mortgage and the 1993 Mortgage on the properties subject to such Class A Mortgage in addition to the security provided by the lien of the 1939 Mortgage and the 1993 Mortgage discussed above. The lien of the 1993 Mortgage on the properties subject to that Class A Mortgage would be junior to the liens of the Class A Mortgage and the 1939 Mortgage on those properties. We refer to all bonds issued under the Class A Mortgages collectively 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 of our property subject to such lien, subject to specified 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. We currently believe that it is possible that prior to the stated maturity of the exchange first collateral trust bonds offered by this prospectus, we may have paid, redeemed or otherwise retired all Class A Bonds outstanding under the 1939 Mortgage, other than Class A Bonds held by the 1993 Mortgage trustee as the basis of authentication and delivery of 1993 mortgage securities. When all Class A Bonds issued under the 1939 Mortgage, other than Class A Bonds held by the 1993 Mortgage trustee, have been paid, redeemed or otherwise retired, the 1993 Mortgage trustee will surrender the Class A Bonds issued under the 1939 Mortgage for cancellation, resulting in the discharge of the 1939 Mortgage. 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 of our property subject to such lien, subject to specified permitted liens.

Class A Bonds. We will issue the 1993 mortgage securities on the basis of Class A Bonds issued under our 1939 Mortgage. The 1993 Mortgage trustee will own and hold these Class A Bonds, subject to the provisions of the 1993 Mortgage, for the benefit of the holders of all 1993 mortgage securities outstanding from time to time, and we will have no interest in the Class A Bonds. Class A Bonds issued as the basis of authentication and delivery of a series of 1993 mortgage securities:


	•	will mature or be subject to mandatory redemption on the same dates, and in the same principal amounts, as the 1993 mortgage securities of that series; and


	•	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 the 1993 mortgage securities (pursuant to a sinking fund or otherwise) of that series, or for redemption at the option of the holder of the 1993 mortgage securities of that series.

Class A Bonds issued as the basis for authentication and delivery of a series or tranche of 1993 mortgage securities (1) may, but need not, bear interest, any interest to be payable at the same times as interest on the 1993 mortgage securities of the series or tranche and (2) may, but need not, contain provisions for the redemption of the Class A Bonds at our option, any such redemption to be made at a redemption price or prices not less than the principal amount of the Class A Bonds. (See Sections 402 and 701) The Class A Bonds issued as the basis for the authentication and delivery of first collateral trust bonds will not bear interest, and therefore holders of 1993 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 the exchange first collateral trust bonds; however, those holders will have the benefit of the lien of the 1993 Mortgage in respect of that amount.

The 1993 Mortgage trustee will apply any of our payments of principal, premium or interest on the Class A Bonds held by the 1993 Mortgage trustee to the payment of any principal, premium or interest, as the case may be, in respect of the 1993 mortgage securities which is then due. To the extent such moneys are applied, our obligation under the 1993 Mortgage to make the payment in respect of the 1993 mortgage securities will be deemed satisfied and discharged. If, at the time of any payment of principal of Class A Bonds, no principal is then due in respect of the 1993 mortgage securities, the 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. Any 1993 mortgage securities subsequently authenticated and delivered on the basis of the Class A Bonds will, to the extent of the 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 payment of premium or interest on Class A Bonds, no premium or interest, as the case may be, is then due in respect of the 1993 mortgage securities, this payment will be made to us at our request. However, if an event of default, as described below, has occurred and is continuing, this payment will be held as part of the mortgaged property until the event of default has been cured or waived. (See Section 702 and “Withdrawal of Cash” below) Any payment by us of principal, premium or interest on the 1993 mortgage securities authenticated and delivered on the basis of the issuance and delivery to the 1993 Mortgage trustee of Class A Bonds (other than by application of the proceeds of a payment in respect of the Class A Bonds) will be deemed to satisfy and discharge our obligation to make a payment of principal, premium or interest, in respect of the Class A Bonds which is then due. (See Section 702 and Article One of the Supplemental Indenture to the 1939 Mortgage creating the Class A Bonds to be delivered in connection with the issuance of the exchange first collateral trust bonds offered by this prospectus.)

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 1993 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 the Class A Bonds) the 1993 Mortgage trustee will surrender to us an equal principal amount of the 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 under the 1939 Mortgage. Under the terms of the 1993 Mortgage, if a corporation which was a mortgagor under a mortgage has merged into or consolidated with us, or has conveyed or otherwise transferred property to us subject to the lien of such a mortgage and we have 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 the transferred properties, as the case may be, prior to the lien of the 1993 Mortgage, we may designate the existing mortgage as an additional Class A Mortgage. Bonds subsequently issued under an additional mortgage would be Class A Bonds and could provide the basis for the authentication and delivery of 1993 mortgage securities. (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 our request and subject to satisfaction of specified conditions, the 1993 Mortgage trustee will surrender the Class A Bonds for cancellation and the related Class A Mortgage will be satisfied and discharged, the lien of the Class A Mortgage on our 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 the 1993 mortgage securities. We may currently issue Class A Bonds 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”.

Lien of the 1993 Mortgage. In the opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., based on information obtained from public records and from us, the 1993 Mortgage constitutes a mortgage lien on the property specifically or generally described or referred to in the 1993 Mortgage as subject to the lien of the 1993 Mortgage, except any such property as may have been disposed of or released from the lien of the 1993 Mortgage in accordance with the terms of the 1993 Mortgage, 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.

The 1993 Mortgage effectively subjects to the lien of the 1993 Mortgage property (other than excepted property) that we acquired after the date of the execution and delivery of the 1993 Mortgage to the extent, and subject to the qualifications described below. So long as the 1939 Mortgage is in effect, the 1993 mortgage securities will have the benefit of the first mortgage lien of the 1939 Mortgage on the property, to the extent of the aggregate principal amount of Class A Bonds issued under the 1939 Mortgage and held by the 1993 Mortgage trustee for the benefit of holders of 1993 mortgage securities. In addition, the 1993 mortgage securities will have the benefit of the prior lien of any additional Class A Mortgage on any property subject to such additional Class A Mortgage, 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 1993 mortgage securities.

The properties subject to the lien of the 1993 Mortgage, whether currently owned or subsequently acquired, are our properties used or to be used in or in connection with our electric utility business (whether or not this is the sole use of the properties). Properties relating to our gas and steam businesses are not subject to the lien of the 1993 Mortgage.


	•	tax liens and other governmental charges which are not delinquent or which are being contested in good faith;

	•	specified workmen’s, materialmen’s and other similar liens;

	•	specified judgment liens and attachments; specified 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, some of our property;

	•	specified leasehold interests;

	•	specified rights and interests of others which relate to common ownership or joint use of property and liens on the interests of others in the property;

	•	specified non-exclusive rights and interests that we retain 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

	•	specified other liens and encumbrances.


	•	cash and securities not paid or delivered to, deposited with or held by the 1993 Mortgage trustee under the 1993 Mortgage;

	•	all contracts, leases and other agreements of whatsoever kind, contract rights, bills, notes and other instruments, accounts receivable, claims, governmental and other permits, allowances and franchises, specified intellectual property rights and other intangibles;

	•	automobiles, other vehicles, movable equipment and aircraft;

	•	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;

	•	furniture and furnishings; computers, machinery and telecommunication and other equipment used exclusively for corporate administrative or clerical purposes;

	•	coal, ore, gas, oil and other minerals and timber, and rights and interests in any such minerals or timber, whether or not the minerals or timber have been mined or extracted or otherwise separated from the land;

	•	electric energy, gas (natural or artificial), steam, water and other products that we generated, produced, manufactured, purchased or otherwise acquired; and

	•	leasehold interests that we hold as lessee; and any of our property that is located outside of the State of Colorado.

Without the consent of the holders, we 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 the lien). (See Section 1401) Any such additional property would then 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 1993 mortgage securities. See “Issuance of Additional 1993 Mortgage Securities”.

The 1993 Mortgage subjects after-acquired property used or to be used in the electric utility business to its lien, subject to the prior lien of the 1939 Mortgage (for as long as the prior lien is in effect). These provisions are limited in the case of consolidation or merger (whether or not we are 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 subsequently acquired by the successor corporation except properties acquired from us in or as a result of the transaction and improvements, extensions and additions to the properties and renewals, replacements and substitutions of or for any part or parts of the properties. (See Article 13 and “Consolidation, Merger, etc.”) In addition, after-acquired property may be subject to liens existing or placed on the after-acquired property at the time of acquisition of the property, including, but not limited to, purchase money liens and the lien of any Class A Mortgage.

The 1993 Mortgage trustee has a lien, prior to the lien on behalf of the holders of 1993 mortgage securities, upon the mortgaged property for the payment of its reasonable compensation and expenses and for indemnity against specified liabilities. (See Section 1107)

Except as described below, the aggregate principal amount of 1993 mortgage securities which we can issue under the 1993 Mortgage is unlimited. (See Section 301) We can issue 1993 Mortgage securities of any series from time to time on the basis of, and in an aggregate principal amount not exceeding the sum of:


	•	the aggregate principal amount of Class A Bonds issued and delivered to the 1993 Mortgage trustee;

	•	70% of the cost or fair value to us (whichever is less) of property additions which do not constitute funded property after specified deductions and additions, primarily including adjustments to offset property retirements. Property additions generally include any property which we own and are subject to the lien of the 1993 Mortgage except goodwill, going concern value rights or intangible property, or any property the cost of acquisition or construction of which is properly chargeable to one of our operating expense accounts. (See Section 104) Funded property is generally property additions that have been:


	•	made the basis of the authentication and delivery of 1993 mortgage securities, the release of mortgaged property or cash withdrawals;

	•	substituted for retired property; or

	•	used as the basis of a credit against, or otherwise in satisfaction of, any sinking, improvement, maintenance, replacement or similar fund, provided that 1993 mortgage securities of the series or tranche to which the fund relates remain outstanding;


	•	the aggregate principal amount of retired 1993 mortgage securities (which consist of 1993 mortgage securities no longer outstanding under the 1993 Mortgage which have not been used for specified 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 the retired 1993 mortgage securities, only if the retired 1993 mortgage securities became retired securities after the discharge of the related Class A Mortgage; and

	•	an amount of cash deposited with the 1993 Mortgage trustee.

As discussed below under the caption “Description of the 1939 Mortgage — Issuance of Additional Bonds Under the 1939 Mortgage”, as of May 31, 2003, the approximate amount of net property additions and the amount of retired bonds available for use as the basis for the issuance of Class A Bonds under the 1939 Mortgage were $715 million and $1.075 billion, respectively.

In general, we cannot issue any 1993 mortgage securities unless at that time our adjusted net earnings for 12 consecutive months within the preceding 18 months is at least twice the annual interest requirements on the sum of:


	•	all 1993 mortgage securities at the time outstanding;

	•	new 1993 mortgage securities then being 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.

For purposes of calculating our interest requirements, any variable rate debt will be computed based on the rates in effect at the time we make the interest requirements calculation.

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; and any refund of revenues that we previously collected or accrued

We do not have to satisfy the net earnings requirement if the additional 1993 mortgage securities to be issued will not have a stated interest rate prior to maturity. In addition, we are not required to satisfy the net earnings requirement prior to issuance of 1993 mortgage securities:


	•	issued on the basis of the delivery of Class A Bonds if the Class A Bonds have been authenticated and delivered under the related Class A Mortgage on the basis of retired Class A Bonds; or

	•	issued on the basis of retired 1993 mortgage securities as described above.

For 1993 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 1993 mortgage securities of the series. (See Article Four)

Unless an event of default under the 1993 Mortgage has occurred and is continuing, we may obtain the release from the lien of the 1993 Mortgage of any funded property, except for cash held by the 1993 Mortgage trustee, by delivering to the 1993 Mortgage trustee cash equal to the cost of the property to be released (or, if less, the fair value to us of the property at the time it became funded property) less the aggregate of:


	•	the aggregate principal amount of obligations delivered to the 1993 Mortgage trustee which are secured by purchase money liens upon the property to be released;

	•	the cost or fair value to us (whichever is less) of certified property additions not constituting funded property after specified deductions and additions, primarily including adjustments to offset property retirements (except that the adjustments need not be made if the property additions were acquired or made within the 90-day period preceding the release);

	•	an amount equal to 10/7ths of the principal amount of 1993 mortgage securities we would be entitled to issue on the basis of retired securities (with our right to issue a corresponding principal amount of 1993 mortgage securities being waived);

	•	an amount equal to 10/7ths of the principal amount of outstanding 1993 mortgage securities delivered to the 1993 Mortgage trustee (with the 1993 mortgage securities to be cancelled by the 1993 Mortgage trustee);

	•	an amount of cash and/or the aggregate principal amount 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 the trustee or other holder in consideration for the release of the property or any part of the property from the lien; and

	•	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:


	•	the aggregate amount of cost or fair value to us (whichever is less) of all property additions which do not constitute funded property (excluding the property to be released) after specified deductions and additions, primarily including adjustments to offset property retirements, is greater than zero; or

	•	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 us (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. Also, under the 1993 Mortgage, we can dispose of obsolete property and grant or surrender specified rights without any release or consent by the 1993 Mortgage trustee.

If we continue to own any property released from the lien of the 1993 Mortgage, the 1993 Mortgage will not become a lien on any improvement, extension, renewal, replacement or substitution of or for any part or parts of such property. (See Article Eight)

Unless an event of default under the 1993 Mortgage has occurred and is continuing and subject to specified limitations, cash held by the 1993 Mortgage trustee may:


	•	to the extent of the cost or fair value to us (whichever is less) of property additions not constituting funded property, after specified deductions and additions, primarily including adjustments to offset retirements (except that the adjustments need not be made if the property additions were acquired or made within the 90-day period preceding the release); or

	•	in an amount equal to 10/7ths of the aggregate principal amount of 1993 mortgage securities that we would be entitled to issue on the basis of retired securities (with the entitlement to the issuance being waived); or

	•	in an amount equal to 10/7ths of the aggregate principal amount of any outstanding 1993 mortgage securities delivered to the 1993 Mortgage trustee; or


	•	the purchase of 1993 mortgage securities (at prices not exceeding 10/7ths of the principal amount of the purchased 1993 mortgage securities); or

	•	the payment (or provision therefor for the satisfaction and discharge of any 1993 mortgage securities) at stated maturity of any 1993 mortgage securities or the redemption (or similar provision for redemption) of any 1993 mortgage securities which are redeemable (with any 1993 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 we may withdraw cash deposited with the 1993 Mortgage trustee as the basis for the authentication and delivery of 1993 mortgage securities, as well as cash representing a payment of principal of Class A Bonds, only in an amount equal to the aggregate principal amount of 1993 mortgage securities we would be entitled to issue on any basis (with the entitlement to the issuance being waived by operation of the withdrawal), or we may, at our request, apply this cash to the purchase, redemption or payment of 1993 mortgage securities at prices not exceeding, in the aggregate, the principal amount of the 1993 mortgage securities. (See Sections 405 and 702)

We 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:


	•	the transaction is on terms as will fully preserve in all material respects the lien and security of the 1993 Mortgage and the rights and powers of the 1993 Mortgage trustee and the holders of the 1993 mortgage securities;

	•	the corporation formed by any consolidation or into which we are 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 of the United States of America or the District of Columbia, and the corporation assumes our obligations under the 1993 Mortgage; and

	•	in the case of a lease, the lease is made expressly subject to termination by us or by the 1993 Mortgage trustee at any time during the continuance of an event of default.

Without the consent of any holders of 1993 mortgage securities, we and the 1993 Mortgage trustee may enter into one or more supplemental indentures for any of the following purposes:


	•	to evidence our successor and our successor’s assumption of our covenants in the 1993 Mortgage and in the 1993 mortgage securities; or

	•	to add one or more of our covenants or other provisions for the benefit of all holders of 1993 mortgage securities or for the benefit of the holders of the 1993 mortgage securities of one or more specified series, or to surrender any right or power conferred upon us by the 1993 Mortgage; or

	•	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 the additional property and to modify the provisions in the 1993 Mortgage for dispositions of specified types of property without release in order to specify any additional items with respect to the additional property; or

	•	to change or eliminate any provision of the 1993 Mortgage or to add any new provision to the 1993 Mortgage, provided that if the change, elimination or addition adversely affects the interests of the holders of the 1993 mortgage securities of any series or tranche in any material respect, the change, elimination or addition will become effective with respect to the series or tranche only when no 1993 mortgage security of that series or tranche remains outstanding under the 1993 Mortgage; or

	•	to establish the form or terms of the 1993 mortgage securities of any series or tranche as permitted by the 1993 Mortgage; or

	•	to provide for the authentication and delivery of bearer securities and coupons representing interest, if any, on the bearer securities and for the procedures for the registration, exchange and replacement of bearer securities and for the giving of notice to, and the solicitation of the vote or consent of, the holders, and for any and all other incidental matters; or

	•	to evidence and provide for the acceptance of appointment by a successor trustee or by a co-trustee or separate trustee; or

	•	to establish procedures necessary to permit us to use a non-certificated system of registration for all, or any series or tranche of, the 1993 mortgage securities; or to change any place or places for payment, registration of transfer or exchange or where notices may be given; or

	•	to cure any ambiguity, to correct or supplement any provision in the 1993 Mortgage which may be defective or inconsistent with any other provision in the 1993 Mortgage, or to make any other changes to the provisions of the 1993 Mortgage or to add other provisions with respect to matters and questions arising under the 1993 Mortgage, so long as the other changes or additions do not adversely affect the interests of the holders of 1993 mortgage securities of any series or tranche in any material respect.

In addition, if the Trust Indenture Act of 1939, as amended, 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 into the 1993 Mortgage of additional provisions or so as to permit changes to, or the elimination of, provisions which, at the

date of the original 1993 Mortgage or at any subsequent time, 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 the amendment or to effect the changes or elimination, and we and the 1993 Mortgage trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence or effect the 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 1993 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. However, if less than all of the series of the 1993 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 the outstanding 1993 mortgage securities of all series so directly affected, considered as one class, will be required. If the 1993 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 the tranches, then the consent only of the holders of a majority in aggregate principal amount of the outstanding 1993 mortgage securities of all tranches so directly affected, considered as one class, will be required. Notwithstanding the above, no such amendment or modification may:


	•	change the stated maturity of the principal of, or any installment of principal of or interest on, any 1993 mortgage security, or reduce the principal amount of any 1993 mortgage security or the rate of interest on any 1993 mortgage security (or the amount of any installment of interest on any 1993 mortgage security), or change the method of calculating the rate, or reduce any premium payable upon the redemption of any 1993 mortgage security, 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 1993 mortgage security or any premium or the interest on any 1993 mortgage security is payable, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any 1993 mortgage security (or, in the case of redemption, on or after the date fixed for redemption) without, in any such case, the consent of the holder of such 1993 mortgage security;

	•	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 1993 mortgage securities then outstanding;

	•	reduce the percentage of the principal amount of the outstanding 1993 mortgage securities of any series, or any tranche, needed to consent to any supplemental indenture, any waiver of compliance with any provision of the 1993 Mortgage or of any default under the 1993 Mortgage and its consequences, or reduce the requirements for quorum or voting, without, in any such case, the consent of the holder of each outstanding 1993 mortgage security of the series or tranche; or

	•	modify specified provisions of the 1993 Mortgage relating to supplemental indentures, waivers of specified covenants and waivers of past defaults with respect to the 1993 mortgage securities of any series, or any tranche of the 1993 mortgage securities, without the consent of the holder of each outstanding 1993 mortgage security of the 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 will be outstanding 1993 mortgage securities of one or more specified series, or one or more tranches of the outstanding 1993 mortgage securities, or modifies the rights of the holders of 1993 mortgage securities of the 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 1993 mortgage securities of any other series or tranche. (See Section 1402)

The 1993 Mortgage trustee will, as holder of Class A Bonds issued under the 1939 Mortgage as the basis for the issuance of the 1993 mortgage securities, attend the meetings of bondholders under the related Class A Mortgage, or deliver its proxy in connection with the meetings, for matters for which it is entitled to vote or consent. 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 the Class A Bonds:


	•	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

	•	with respect to any other amendments or modifications to any Class A Mortgage, vote all Class A Bonds outstanding under the Class A Mortgage then held by it, or consent with respect to the amendments or modifications, proportionately with the vote or consent of holders of all other Class A Bonds outstanding under the Class A Mortgage the holders of which are eligible to vote or consent, except 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 the 1993 mortgage securities as described under “Modification of the 1993 Mortgage”, without the prior consent of holders of 1993 mortgage securities which would be required for the amendment or modification of the 1993 Mortgage. (See Section 705)

The holders of at least a majority in aggregate principal amount of all 1993 mortgage securities may waive our obligations to comply with specified covenants, including the covenants to maintain our corporate existence and properties, pay taxes and discharge liens, maintain insurance and make the 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 the waiver occurs before the time that compliance is required. The holders of at least a majority of the aggregate principal amount of the outstanding 1993 mortgage securities of all affected series or tranches, considered as one class, may waive, before the time for the compliance, compliance with any covenant specified with respect to the 1993 mortgage securities of the series or tranches. (See Section 609)

Each of the following events will be an event of default under the 1993 Mortgage:


	•	our failure to pay interest on any 1993 mortgage security within 60 days after the same becomes due;

	•	our failure to pay principal of or premium, if any, on any 1993 mortgage security within 3 business days after maturity;

	•	our failure to perform, or our breach of, any covenant or warranty 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 caption) for a period of 90 days after we have received a written notice from the 1993 Mortgage trustee or the holders of at least 33% in principal amount of outstanding 1993 mortgage securities, or unless the 1993 Mortgage trustee, or the 1993 Mortgage trustee and the holders of a principal amount of 1993 mortgage securities not less than the principal amount of 1993 mortgage securities the holders of which gave the notice, as the case may be, agree in writing to an extension of the period prior to its expiration. The 1993 Mortgage trustee, or the 1993 Mortgage trustee and the holders, as the case may be, will be deemed to have agreed to an extension of the period if we have initiated corrective action within the period and we are diligently pursuing such corrective action;

	•	specified events relating to reorganization, bankruptcy and insolvency or appointment of a receiver or trustee for our property; and


	•	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 the third bullet point above and which has not resulted in the acceleration of the Class A Bonds outstanding under the Class A Mortgage); provided that the waiver or cure of any such event of default and the rescission and annulment of the consequences of a matured event of default will constitute a waiver of the corresponding event of default under the 1993 Mortgage and a rescission and annulment of the consequences of a matured event of default.

Acceleration of Maturity. If an event of default under the 1993 Mortgage occurs and is continuing, then the 1993 Mortgage trustee or the holders of not less than 33% in principal amount of 1993 mortgage securities then outstanding may declare the principal amount (or if the 1993 mortgage securities are discount securities, the portion of the principal amount of the discount securities as may be provided for pursuant to the terms of the 1993 Mortgage) of all of the 1993 mortgage securities then outstanding, together with premium, if any, and accrued interest, if any, on the 1993 mortgage securities to be immediately due and payable. At any time after the declaration of acceleration of the 1993 mortgage securities then outstanding, but before the sale of any of the mortgaged property and before a judgment or decree for payment of money has been obtained by the 1993 Mortgage trustee, the event or events of default giving rise to the declaration of acceleration will, without further act, be deemed to have been waived, and the declaration and its consequences will, without further act, be deemed to have been rescinded and annulled, if:


	•	we have paid or deposited with the 1993 Mortgage trustee a sum sufficient to pay:


	•	all overdue interest, if any, on all 1993 mortgage securities then outstanding;

	•	the principal of and premium, if any, on any 1993 mortgage securities then outstanding which have become due otherwise than by the declaration of acceleration and interest on such amounts at the rate or rates prescribed in the 1993 mortgage securities; and

	•	all amounts due to the 1993 Mortgage trustee; and


	•	any other event or events of default under the 1993 Mortgage, other than the non-payment of the principal of the 1993 mortgage securities which have become due solely by the declaration of acceleration, has been cured or waived.

Possession of Mortgaged Property. Under certain circumstances and to the extent permitted by law, if an event of default occurs and is continuing, the 1993 Mortgage trustee may take possession of, and 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 1993 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)

Right to Direct Proceedings. If an event of default under the 1993 Mortgage occurs and is continuing, the holders of a majority in principal amount of the 1993 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 Mortgage trustee or exercising any trust or power conferred on the 1993 Mortgage trustee, provided that (1) the 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 (2) the 1993 Mortgage trustee may take any other action deemed proper by the 1993 Mortgage trustee which is not inconsistent with the direction. (See Section 1016)

Limitation on Right to Institute Proceedings. No holder of any 1993 mortgage security may institute any proceeding, judicial or otherwise, with respect to the 1993 Mortgage or for the appointment of a receiver or for any other remedy under the 1993 Mortgage unless:


	•	the holder has previously given to the 1993 Mortgage trustee written notice of a continuing event of default;

	•	the holders of not less than a majority in aggregate principal amount of the 1993 mortgage securities then outstanding have made written request to the 1993 Mortgage trustee to institute proceedings in respect of the event of default and have offered the 1993 Mortgage trustee reasonable indemnity against costs and liabilities to be incurred in complying with the request; and

	•	for 60 days after receipt of the notice, the 1993 Mortgage trustee has failed to institute any such proceeding and no direction inconsistent with the request has been given to the 1993 Mortgage trustee during the 60-day period by the holders of a majority in aggregate principal amount of the 1993 mortgage securities then outstanding.

Furthermore, no holder may institute any such action if and to the extent that the action would disturb or prejudice the rights of other holders. (See Section 1011)

No Impairment of Right to Receive Payment. Notwithstanding that the right of a holder to institute a proceeding with respect to the 1993 Mortgage is subject to specified conditions precedent, each holder of a 1993 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 the 1993 mortgage security when due and to institute suit for the enforcement of any such payment, and the rights may not be impaired without the consent of the holder. (See Section 1012)

Notice of Default. The 1993 Mortgage trustee must give the holders notice of any default under the 1993 Mortgage to the extent required by the Trust Indenture Act, unless the default has been cured or waived, except that the 1993 Mortgage trustee does not have to give notice of a default of the character described in the third bullet point under “Events of Default” until at least 75 days after the occurrence of such an event. 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 specified payment defaults) if the 1993 Mortgage trustee in good faith determines the withholding of the notice to be in the interests of the holders.

Indemnification of Trustee. Before taking specified actions to enforce the lien of the 1993 Mortgage and institute proceedings on the 1993 mortgage securities, the 1993 Mortgage trustee may require adequate indemnity from the holders of the 1993 mortgage securities against costs, expenses and liabilities to be incurred in connection with the enforcement of the lien. (See Sections 1011 and 1101)

Additional Remedies. 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)

Remedies Limited by State Law. The laws of the state or states in which the mortgaged property is located may limit or deny the ability of the 1993 Mortgage trustee or security holders to enforce certain rights and remedies provided in the 1993 Mortgage in accordance with their terms.

Any 1993 mortgage security or securities, or any portion of the principal amount of the 1993 mortgage securities or securities will be deemed to have been paid for purposes of the 1993 Mortgage, and, at our election, our entire indebtedness in respect of the 1993 Mortgage will be deemed to have been satisfied and


	•	money (including funded cash not otherwise applied pursuant to the 1993 Mortgage); or

	•	in the case of a deposit made prior to the maturity of the applicable 1993 mortgage securities, eligible obligations (generally direct or indirect obligations of the U.S. government), which do not contain provisions permitting the redemption or other prepayment at the option of the issuer, the principal of and the interest on which when due, without any regard to reinvestment of the eligible obligations, will provide moneys which, together with the money, if any, deposited with or held by the 1993 Mortgage trustee or the paying agent; or

	•	a combination of the first two bullet points

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 the 1993 mortgage security or securities or portions of the 1993 mortgage securities or securities. (See Section 901)

Under current United States federal income tax law, any defeasance described in the preceding paragraph would likely be treated as a taxable exchange of the 1993 mortgage securities defeased for a series of non-recourse debt instruments secured by the assets in the defeasance trust. As a consequence, a holder would recognize gain or loss equal to the difference between the holder’s cost or other tax basis for the 1993 mortgage securities and the value of the new debt instruments deemed to have been received in exchange. Holders should consult their own tax advisors as to the specific consequences to them of defeasance under the 1993 Mortgage.

The 1993 Mortgage trustee may resign at any time by giving written notice of resignation to us. The 1993 Mortgage trustee may be removed at any time by act of the holders of a majority in principal amount of 1993 mortgage securities then outstanding delivered to the 1993 Mortgage trustee and us. No resignation or removal of the 1993 Mortgage trustee and no appointment of a successor 1993 Mortgage trustee will become effective until a successor 1993 Mortgage trustee has accepted its appointment 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 we have delivered to the 1993 Mortgage trustee a resolution of our Board of Directors appointing a successor 1993 Mortgage trustee and the successor has accepted the 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 1993 Mortgage trustee in accordance with the 1993 Mortgage. (See Section 1110)

When we are required to document our compliance with 1993 Mortgage provisions, we will provide the 1993 Mortgage trustee with written statements of our officers or other persons that we select or pay. In some cases, we will be required to furnish opinions of counsel and certification of an engineer, accountant, appraiser or other expert (who in some cases must be independent). In addition, the 1993 Mortgage requires that we give the 1993 Mortgage trustee, at least annually, a brief statement as to our compliance with the conditions and covenants under the 1993 Mortgage.

We and our affiliates conduct banking transactions with affiliates of the 1993 Mortgage trustee in the normal course of our business and may use the 1993 Mortgage trustee or its affiliates as trustee for various debt issues.

The information we are providing you in this prospectus concerning the 1939 Mortgage is only a summary. You should consult the 1939 Mortgage for more complete information. In the summary below, we have included references to articles and section numbers of the 1939 Mortgage so that you can easily locate these provisions. Capitalized terms used in the following summary have the meanings specified in the 1939 Mortgage unless otherwise defined below.

Class A Bonds issued under the 1939 Mortgage will rank equally, 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., based on information obtained from public records and from us, the 1939 Mortgage constitutes a first mortgage lien on the property specifically or generally described in the 1939 Mortgage as subject to the lien of such 1939 Mortgage, except the property as may have been disposed of or released from the lien of such 1939 Mortgage in accordance with the terms of the 1939 Mortgage, subject to no liens prior to the lien of the 1939 Mortgage other than permitted encumbrances. The 1939 Mortgage by its terms effectively subjects to the lien of the 1939 Mortgage all property (except property of the kinds specifically excepted from the lien of such 1939 Mortgage) that we acquired after the date of the execution and delivery of the 1939 Mortgage, subject to permitted encumbrances, to any existing lien on the property, and to any liens for unpaid portions of the purchase money paid on the property, at the time of the acquisition, and also subject to specified 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 that we own. (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 will have a lien prior to the bonds on the mortgaged property for payment of its compensation, expenses and disbursements and for indemnity against specified liabilities. (See Section 10 of Article XII of the 1939 Mortgage)

We may issue additional bonds under the 1939 Mortgage in a principal amount equal to:


	•	60% of net property additions (as defined in the 1939 Mortgage) acquired or constructed within five years of certification to the 1939 Mortgage trustee;

	•	the principal amount of specified retired bonds or prior lien bonds; or

	•	deposited cash (in some cases 60% of deposited cash).

We may not issue any bonds under the first and third bullets above, unless our net earnings (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. We generally do not need to satisfy the net earnings test prior to the issuance of bonds under the second bullet above unless (A) the new mortgage bonds are to be issued more than two years prior to the stated maturity of the retired bonds and such new mortgage bonds bear a greater rate of interest than the retired bonds or (B) the new mortgage bonds are to be 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 the bonds. (See Article III of the 1939 Mortgage) See “Voting of Class A Bonds Issued Under the 1939 Mortgage”.

We may withdraw cash deposited under the third bullet above in an amount equal to the principal amounts of bonds issuable pursuant to the first and second bullets above (in some cases 166 2/3%) without regard to earnings or we may apply this cash to the purchase or redemption of bonds of one or more series that we select. (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 specified exceptions) acquired or constructed within five years next preceding certification 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”.

As of May 31, 2003, the approximate amount of net property additions and the amount of retired bonds 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 $715 million and $1.075 billion, respectively. As of May 31, 2003, $2.168 billion in aggregate principal amount of bonds were outstanding under the 1939 Mortgage, $1.793 billion aggregate principal amount of which was held by the 1993 Mortgage trustee as security for outstanding 1993 mortgage securities under the 1993 Mortgage.

The 1939 Mortgage contains restrictions on (1) the acquisition of property securing prior lien indebtedness and (2) the issuance of bonds, withdrawal of cash or release of property on the basis of property subject to a prior lien. Prior lien indebtedness secured by property previously acquired may not be increased unless the evidence of prior lien indebtedness 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”.

Maintenance and Replacement Fund for Bonds Outstanding Under the 1939 Mortgage

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 first collateral trust bonds.

We and the 1939 Mortgage trustee may modify the 1939 Mortgage and the rights of bondholders under the 1939 Mortgage with the consent of the holders of not less than 75% in principal amount of the bonds then outstanding under the 1939 Mortgage, or of not less than 75% in principal amount of the outstanding bonds of any one or more series under the 1939 Mortgage which may be affected by any such modification; except that the bondholders, without the consent of the holder of each bond affected, may not:


	•	extend the time of payment of the principal of or interest on any bonds issued under the 1939 Mortgage;

	•	reduce the principal amount of the bonds outstanding under the 1939 Mortgage or the rate of interest on the bonds issued under the 1939 Mortgage, or otherwise modify the terms of payment of principal or interest;

	•	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;

	•	deprive any nonassenting bondholder of a lien upon the mortgaged property for the security of his/her bonds; or

	•	reduce the percentage of bondholders authorized to take such action.

We have reserved the right to amend the 1939 Mortgage without any consent or other action by holders of any series of bonds issued under the 1939 Mortgage created after October 31, 1975 (including Class A Bonds issued under the 1939 Mortgage as the basis for the issuance of 1993 mortgage securities) 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)

The 1993 Mortgage provides that, so long as no event of default as defined in the 1993 Mortgage has occurred and is continuing under the 1993 Mortgage, 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 1993 Mortgage securities:


	•	vote or consent in favor of amendments or modifications to the 1939 Mortgage in substantially the following manner:


	•	to expand the definition of property additions to eliminate geographical restrictions to specific 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 specified limitations; to include goodwill when acquired with a public utility system, subject to specific limitations; and to delete the requirement that property additions must have been acquired or constructed within five years;

	•	to remove the requirement that certificates delivered to the 1939 Mortgage trustee be verified;

	•	to liberalize the requirements for publication of notices of redemption and other notices;

	•	to eliminate the maintenance and replacement fund to the extent then in effect;

	•	to change the opinion of counsel required to be delivered upon the certification of property additions to delete the requirement that we have all necessary permission from governmental authorities to use and operate the property additions;

	•	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;

	•	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;

	•	(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 the 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;

	•	to remove the restrictions on acquiring property subject to a prior lien (retaining, however, the restrictions on certifying the property as property additions);

	•	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 specifically permit us 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;


	•	to delete our covenant to “observe and conform to all valid requirements of any governmental authority relative to any of the mortgaged property”;

	•	to delete the requirement that the 1939 Mortgage trustee be located in New York, New York and that we maintain an office in New York, New York, to make payments on bonds and register transfers;

	•	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);

	•	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

	•	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


	•	with respect to any amendments or modifications to the 1939 Mortgage other than those referred to above, vote all Class A Bonds outstanding under the 1939 Mortgage then held by it, or consent to the amendments, in the manner as described under “Description of the Exchange First Collateral Trust Bonds — Voting of Class A Bonds”. (See Section 705 of the 1993 Mortgage)

We have reserved the right to make any or all of the modifications to the 1939 Mortgage described in the first thirteen bullets above (with the exception of a modification under (B) of the thirteenth bullet point) without consent or other action of the holders of specified outstanding series of bonds previously issued under the 1939 Mortgage (See Article Three of the Supplemental Indenture dated as of March 1, 1980 and Article Four of the Supplemental Indentures dated as of December 1, 1990, and March 1, 1992, respectively)

The indentures under which specific pollution control revenue bonds of Morgan County, Colorado and Adams County, Colorado were issued provide that the trustees under the indentures, as holders of bonds issued under the 1939 Mortgage, will vote in favor of, or consent with respect to, any or all of the possible modifications described in the first thirteen bullets above (with the exception of a modification under (B) of the thirteenth bullet point). The aggregate principal amount of bonds with respect to which such right has been reserved or with respect to which such agreements to consent have been obtained, together with the bonds held by the 1993 Mortgage trustee, exceeds the 75% in aggregate principal amount of outstanding bonds required to approve such modifications and therefore we may make such modifications when we choose to do so.


	•	our failure to pay interest on any bond issued under the 1939 Mortgage, or to pay a sinking fund installment, for 60 days after the payment becomes due;

	•	our failure to pay the principal of or premium, if any, on any bond issued under the 1939 Mortgage when the same becomes due;

	•	our failure to pay the principal of or interest on any prior lien bonds;

	•	our failure to perform any other covenant in the 1939 Mortgage for 90 days after notice given to us by the 1939 Mortgage trustee or by the holders of 10% in principal amount of outstanding bonds;


	•	specified events in bankruptcy; and

	•	any event of default under the 1993 Mortgage and/or specified 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 issued under the 1939 Mortgage or in the payment of a sinking fund installment) if it determines the withholding to be in the interests of the bondholders. (See Section 2 of Article VIII of the 1939 Mortgage) We are 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 issued under the 1939 Mortgage may declare the principal of and interest accrued on all outstanding bonds issued under the 1939 Mortgage due and payable immediately; provided, however, that if the default has been cured, (1) the holders of a majority in principal amount of outstanding bonds issued under the 1939 Mortgage may annul the declaration or (2) if, in making the declaration, the 1939 Mortgage trustee has acted without a direction from the holders of a majority in principal amount of outstanding bonds issued under the 1939 Mortgage, or if the declaration was made by the holders of 25% in principal amount of outstanding bonds issued under the 1939 Mortgage and the holders of a majority in principal amount of outstanding bonds issued under the 1939 Mortgage have not delivered a written notice to the contrary before the declaration, then the declaration will be deemed to be annulled. (See Section 1 of Article VIII of the 1939 Mortgage)

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 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 by the 1939 Mortgage trustee and the 1939 Mortgage trustee has failed to take action within 60 days. (See Section 16 of Article VIII of the 1939 Mortgage)

We and our affiliates conduct banking transactions with affiliates of the 1939 Mortgage trustee in the normal course of our business and may use the 1939 Mortgage trustee or its affiliates as trustee for various debt issues.

Except as set forth below, the exchange first collateral trust bonds will initially be issued in the form of one or more global first collateral trust bonds (each, a “new global first collateral trust bond”). Each new global first collateral trust bond will be deposited on the date of the closing of the exchange of the original first collateral trust bonds for the exchange first collateral trust bonds with, or on behalf of, DTC and will be registered in the name of DTC or its nominee. Investors may hold their beneficial interests in a new global first

Unless and until they are exchanged in whole or in part for certificated first collateral trust bonds, the new global first collateral trust bonds may not be transferred except as a whole by DTC or its nominee.


	•	DTC is a limited purpose trust company organized under the laws of the State of New York, 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 Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

	•	DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and other organizations. Indirect access to the DTC system is available to others, including banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Upon the issuance of the new global first collateral trust bonds, DTC or its custodian will credit, on its internal system, the respective principal amounts of the exchange first collateral trust bonds represented by the new global first collateral trust bonds to the accounts of persons who have accounts with DTC. Ownership of beneficial interests in the new global first collateral trust bonds will be limited to persons who have accounts with DTC or persons who hold interests through the persons who have accounts with DTC. Persons who have accounts with DTC are referred to as “participants”. Ownership of beneficial interests in the new global first collateral trust bonds will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons other than participants.

As long as DTC or its nominee is the registered owner or holder of the new global first collateral trust bonds, DTC or the nominee, as the case may be, will be considered the sole record owner or holder of the exchange first collateral trust bonds represented by the new global first collateral trust bonds for all purposes under the indenture and the exchange first collateral trust bonds. No beneficial owners of an interest in the new global first collateral trust bonds will be able to transfer that interest except according to DTC’s applicable procedures, in addition to those provided for under the indenture. Owners of beneficial interests in the new global first collateral trust bonds will not:


	•	be entitled to have the exchange first collateral trust bonds represented by the new global first collateral trust bonds registered in their names, receive or be entitled to receive physical delivery of certificated first collateral trust bonds in definitive form; and

	•	be considered to be the owners or holders of any exchange first collateral trust bonds under the new global first collateral trust bonds.

Accordingly, each person owning a beneficial interest in new global first collateral trust bonds must rely on the procedures of DTC and, if a person is not a participant, on the procedures of the participant through which that person owns its interests, to exercise any right of a holder of exchange first collateral trust bonds under the new global first collateral trust bonds. We understand that under existing industry practice, if an owner of a beneficial interest in the new global first collateral trust bonds desires to take any action that DTC, as the holder of the new global first collateral trust bonds, is entitled to take, DTC would authorize the participants to take that action, and that the participants would authorize beneficial owners owning through the participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

Payments of the principal of, premium, if any, and interest on the exchange first collateral trust bonds represented by the new global first collateral trust bonds will be made by us to the trustee and from the trustee

to DTC or its nominee, as the case may be, as the registered owner of the new global first collateral trust bonds. Neither we, the trustee, nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the new global first collateral trust bonds or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest on the new global first collateral trust bonds will credit participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the principal amount of the new global first collateral trust bonds, as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the new global first collateral trust bonds held through these participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for these customers. These payments will be the responsibility of these participants.

Transfer between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of first collateral trust bonds in certificated form for any reason, including to sell first collateral trust bonds to persons in states which require the delivery of the first collateral trust bonds or to pledge the first collateral trust bonds, a holder must transfer its interest in the new global first collateral trust bonds in accordance with the normal procedures of DTC and the procedures set forth in the indenture.

Unless and until they are exchanged in whole or in part for certificated exchange first collateral trust bonds in definitive form, the new global first collateral trust bonds may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC.

DTC has advised us that DTC will take any action permitted to be taken by a holder of first collateral trust bonds, including the presentation of first collateral trust bonds for exchange as described below, only at the direction of one or more participants to whose account the DTC interests in the new global first collateral trust bonds are credited. Further, DTC will take any action permitted to be taken by a holder of first collateral trust bonds only in respect of that portion of the aggregate principal amount of first collateral trust bonds as to which the participant or participants has or have given that direction.

Although DTC has agreed to these procedures in order to facilitate transfers of interests in the new global first collateral trust bonds among participants of DTC, it is under no obligation to perform these procedures, and may discontinue them at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Subject to specified conditions, any person having a beneficial interest in the new global first collateral trust bonds may, upon request to the trustee, exchange the beneficial interest for exchange first collateral trust bonds in the form of certificated first collateral trust bonds. Upon any issuance of certificated first collateral trust bonds, the trustee is required to register the certificated first collateral trust bonds in the name of, and cause the same to be delivered to, the person or persons, or the nominee of these persons. In addition, if DTC is at any time unwilling or unable to continue as a depositary for the new global first collateral trust bonds, and a successor depositary is not appointed by us within 120 days, we will issue certificated first collateral trust bonds in exchange for the new global first collateral trust bonds.

As part of the sale of the original first collateral trust bonds, under a registration rights agreement, dated as of March 14, 2003, we agreed with the initial purchasers in the offering of the original first collateral trust bonds, for the benefit of the holders of the original first collateral trust bonds, to file with the SEC an exchange offer registration statement (an “Exchange Offer Registration Statement”) for the purpose of offering exchange first collateral trust bonds in exchange for original first collateral trust bonds (a “Registered Exchange Offer”) or, if applicable, a shelf registration statement (as defined below).


	•	a change in law or in applicable interpretations of the staff of the SEC do not permit us to effect such a Registered Exchange Offer;

	•	any holder of an original first collateral trust bond is not eligible to participate in the Registered Exchange Offer;

	•	for any other reason the Registered Exchange Offer is not consummated within 210 days after the date of issue of the original first collateral trust bonds;

	•	an initial purchaser so requests with respect to original first collateral trust bonds not eligible to be exchanged for exchange first collateral trust bonds in the Registered Exchange Officer; or

	•	any initial purchaser who participates in the Registered Exchange Offer does not receive freely tradeable exchange first collateral trust bonds in the Registered Exchange Offer;


	•	as promptly as practicable, but in no event more than 90 days after becoming required to do so, file a registration statement under the Securities Act covering continuous resales of the original first collateral trust bonds or the exchange first collateral trust bonds, as the case may be (“Shelf Registration Statement”);

	•	use our best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act; and

	•	use our best efforts to keep the Shelf Registration Statement effective until the earlier of (a) the time when the original first collateral trust bonds covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the Securities Act without any limitations thereunder and (b) two years from the issuance of the original first collateral trust bonds.

We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom the Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take other actions as are required to permit unrestricted resales of the original first collateral trust bonds or the exchange first collateral trust bonds, as the case may be. A holder that sells original first collateral trust bonds issued pursuant to the Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to applicable civil liability provisions under the Securities Act in connection with sales of that kind and will be bound by the provisions of the registration rights agreement that are applicable to that holder (including certain indemnification obligations).


	(1) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the applicable effectiveness deadline specified in the registration rights agreement;

	(2) after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of original first collateral trust bonds or exchange first collateral trust bonds, as the case may be, as provided in and during the periods specified in the registration rights agreement (each such event referred to in clauses (1) and (2), a “Registration Default”).

Liquidated damages will be incurred from and including the date on which any such Registration Default shall occur to and including the first week in which all Registration Defaults have been cured in an amount equal to $0.10 per week per $1,000 principal amount of original first collateral trust bonds or exchange first collateral trust bonds.

We will pay liquidated damages to the holders of global bonds by wire transfer of immediately available funds or by federal funds check and to holders of certificated bonds by wire transfer to the accounts specified by them or by mailing checks to their registered address if no such accounts have been specified. No liquidated damages will be paid for any week beginning after all Registration Defaults have been cured.

The following is a discussion of the material U.S. federal income tax consequences of the exchange of original first collateral trust bonds for exchange first collateral trust bonds. This summary is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative pronouncements and judicial decisions, all as in effect on the date of this prospectus and all subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders that purchased the original first collateral trust bonds upon their original issuance and that hold the original first collateral trust bonds, and will hold the exchange first collateral trust bonds, as capital assets within the meaning of Section 1221 of the Internal Revenue Code. This discussion does not address all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as financial institutions, tax-exempt entities, holders whose functional currency is not the U.S. dollar, insurance companies, dealers in securities or foreign currencies, persons holding notes as part of a hedge, straddle or other integrated transaction, or persons who have ceased to be United States citizens or to be taxed as resident aliens. You should consult with your own tax advisor about the application of the U.S. federal income tax laws to your particular situation as well as any consequences of the exchange under the tax laws of any state, local or foreign jurisdiction.

Your acceptance of the exchange offer and your exchange of original first collateral trust bonds for exchange first collateral trust bonds will not be taxable for U.S. federal income tax purposes because the exchange first collateral trust bonds will not be considered to differ materially in kind or extent from the original first collateral trust bonds. Rather, the exchange first collateral trust bonds you receive will be treated as a continuation of your investment in the original first collateral trust bonds. Accordingly, you will not recognize gain or loss upon the exchange of original first collateral trust bonds for exchange first collateral trust bonds pursuant to the exchange offer, your tax basis in the exchange first collateral trust bonds will be the same as your adjusted tax basis in the original first collateral trust bonds immediately before the exchange, and your holding period for the exchange first collateral trust bonds will include the holding period for the original first collateral trust bonds exchanged therefor. There will be no U.S. federal income tax consequences to holders that do not exchange their original first collateral trust bonds pursuant to the exchange offer.

Based on interpretations by the staff of the SEC in no-action letters issued to third parties, we believe that you may freely transfer exchange first collateral trust bonds issued in the exchange offer if:


	•	you acquire the exchange first collateral trust bonds in the ordinary course of your business; and

	•	you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of exchange first collateral trust bonds.

We believe that you may not transfer exchange first collateral trust bonds issued in the exchange offer in exchange for the original first collateral trust bonds if you are:


	•	our “affiliate”, within the meaning of Rule 405 under the Securities Act;

	•	a broker-dealer that acquired original first collateral trust bonds directly from us; or

	•	a broker-dealer that acquired original first collateral trust bonds as a result of market-making activities or other trading activities without compliance with the registration and prospectus delivery provisions of the Securities Act.

If you wish to exchange your original first collateral trust bonds for exchange first collateral trust bonds in the exchange offer, you will be required to make representations to us as described under the caption “The Exchange Offer — Procedures for Tendering” and in the letter of transmittal.

Each broker-dealer that receives exchange first collateral trust bonds for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange first collateral trust bonds. Broker-dealers may use this prospectus, as it may be amended or supplemented from time to time, for resales of exchange first collateral trust bonds received in exchange for original first collateral trust bonds where the original first collateral trust bonds were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date of completion of the exchange offer and ending on the close of business 210 days after such date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange first collateral trust bonds by broker-dealers. Broker-dealers may sell exchange first collateral trust bonds received for their own account under the exchange offer in one or more transactions:


	•	in the over-the-counter market;

	•	in negotiated transactions;

	•	through the writing of options on the exchange first collateral trust bonds; or

	•	a combination of such methods of resale.


	•	at market prices prevailing at the time of resale;

	•	at prices related to such prevailing market prices; or

	•	at negotiated prices.

Broker-dealers may make any such resale directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange first collateral trust bonds. Any broker-dealer that receives exchange first collateral trust bonds for its own account under the exchange offer and any broker or dealer that participates in a distribution of such exchange first collateral trust bonds may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any such resale of exchange first collateral trust bonds and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by

Furthermore, any broker-dealer that acquired any of its original first collateral trust bonds directly from us:


	•	may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (available April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (available June 5, 1991) and Shearman & Sterling, SEC no-action letter (available July 2, 1983); and

	•	must also be named as a selling first collateral trust bondholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

For a period of 210 days from the date of completion of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any broker-dealers and will indemnify the holders of the original first collateral trust bonds (including any broker-dealers) against some liabilities, including liabilities under the Securities Act.

Legal opinions relating to the exchange first collateral trust bonds will be rendered by our counsel, LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, New York, New York.

The financial statements and the related financial statement schedule incorporated in this prospectus by reference from Public Service Company of Colorado’s Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an emphasis of a matter paragraph relating to the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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, 7-109-109 and 7-109-110 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 to 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 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 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.”

Paragraph 7 of the registrant’s Restated Articles of Incorporation, as amended, provides: “A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or to its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for a breach of Colorado Revised Statutes Section 7-108-403, or (d) for any transaction from which the director directly or indirectly derived an improper personal benefit.”

To the maximum extent permitted by law, we will indemnify any person who is or was our director, officer, agent, fiduciary or employee against any claim, liability, loss or expense arising against or incurred by such person as a result of circumstances, events, actions and omissions occurring in such capacity. We further will have the authority to maintain insurance at our expense providing for such indemnification, including insurance with respect to claims, liabilities, losses and expenses against which we would not otherwise have the power to indemnify such persons.

(1) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through the use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(3) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 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 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 Act and will be governed by the final adjudication of such issue.

(5) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one

business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(6) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 11, 2003.


	BY:	/s/ RICHARD C. KELLY


	__________________________________________________
	Richard C. Kelly
	Vice President 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 dates indicated.

II-9 EX-4.1 3 c77516exv4w1.txt EX-4.1 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.1 PUBLIC SERVICE COMPANY OF COLORADO 4.875 % First Collateral Trust Bonds, Series No. 11 due 2013 REGISTRATION RIGHTS AGREEMENT New York, New York March 14, 2003 Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, Illinois 60670 UBS Warburg LLC 677 Washington Boulevard Stamford, Connecticut 06901 As Representatives of the Initial Purchasers Ladies and Gentlemen: Public Service Company of Colorado, a corporation organized under the laws of the State of Colorado (the "Company"), proposes to issue and sell to certain purchasers (the "Initial Purchasers") the Company's 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Securities"), upon the terms set forth in a purchase agreement dated as of March 7, 2003 (the "Purchase Agreement"), relating to the initial placement of the Securities (the "Initial Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows: 1. Definitions. Each of the capitalized terms used herein without definition shall have the meaning set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Consummation Deadline" shall have the meaning set forth in Section 2(a) hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Exchange Offer Registration Period" shall mean the 210-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. "Exchange Offer Registration Statement" shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities. "Filing Deadline" shall have the meaning set forth in the Section 2(a) hereof. "Final Memorandum" shall have the meaning set forth in the Purchase Agreement. "Holder" shall have the meaning set forth in the preamble hereto. "Indenture" shall mean the Company's Indenture, dated as of October 1, 1993 (the "Original Indenture") to U.S. Bank Trust National Association, as successor trustee (the "Trustee"), as heretofore supplemented including the supplemental indenture creating the Bonds, as the same may be further amended and supplemented from time to time in accordance with the terms thereof. "Initial Placement" shall have the meaning set forth in the preamble hereto. "Initial Purchaser" shall have the meaning set forth in the preamble hereto. - 2 - "Liquidated Damages" has the meaning set forth in Section 8(a) hereof. "Losses" shall have the meaning set forth in Section 6(d) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement. "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering of the Securities offered pursuant to a Shelf Registration Statement. "New Securities" shall mean debt securities of the Company identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be modified or eliminated, as appropriate) and to be issued under the Indenture. "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble hereto. "Registered Exchange Offer" shall mean the proposed offer of the Company to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. "Registration Default" has the meaning set forth in Section 8(a) hereof. "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. "Securities" shall have the meaning set forth in the preamble hereto. "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 3 hereof which covers some or all of the - 3 - Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 2. Registered Exchange Offer. (a) The Company shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day, such day being a "Filing Deadline"), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day, such day being an "Effectiveness Deadline"). To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall use its best efforts to consummate the Registered Exchange Offer within 210 days of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day, such day being the "Consummation Deadline"). (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company, acquires the New Securities in the ordinary course of such Holder's business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. (c) In connection with the Registered Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law); (iii) use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; - 4 - (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an Affiliate of the Trustee; (v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and (vii) comply in all respects with all applicable laws. (d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: (i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement; (ii) deliver to the Trustee for cancellation in accordance with Section 4(s) all Securities so accepted for exchange; and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. (e) Each Holder, by its purchase and acceptance of the Securities held by it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and any Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by - 5 - Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that, at the time of the consummation of the Registered Exchange Offer: (i) any New Securities received by such Holder will be acquired in the ordinary course of business; (ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and (iii) such Holder is not an Affiliate of the Company. (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated within 210 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities - 6 - shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3, such day being a "Filing Deadline"), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act within 180 days after so requested or required pursuant to this Section 3 (such day being an "Effectiveness Deadline") a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (ii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (or such shorter period as may hereafter be provided in Rule 144(k) under the Securities Act) from the date of the original issuance of the Securities or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law, or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. - 7 - (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any 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 made, not misleading. 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply. (a) The Company shall: (i) furnish to you, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose; (ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the Exchange Offer Registration Statement; and (iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders. (b) The Company shall ensure that: (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act and the rules and regulations thereunder; and (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a - 8 - material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Company shall promptly give written notice to you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Company a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension): (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus included therein so that, as of such date, the Registration Statement or the Prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. (d) The Company shall use its best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction at the earliest possible time. (e) The Company shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including all periodic reports incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including each preliminary Prospectus) included in such Shelf - 9 - Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in connection with the offering and sale of the securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including all periodic reports incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein). (h) The Company shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement. (i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Company shall arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. (j) The Company shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Company shall promptly prepare and file a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Holders of the Securities included therein or purchasers of Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement - 10 - provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(d) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section. (l) Not later than the effective date of any Registration Statement, the Company shall provide a CUSIP number for the Securities or the New Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company. (m) The Company will comply with all applicable rules and regulations of the Commission and make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act; provided that, in no event shall such earnings statement be delivered later than 45 days after the end of a 12-month period (or 90 days if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (n) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. (o) The Company may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Company may exclude from such Shelf Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. (p) In the case of any Shelf Registration Statement, the Company shall enter into such customary agreements (including if requested an underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6. (q) In the case of any Shelf Registration Statement, the Company shall, if requested by (A) and Initial Purchaser in the case where such Initial Purchaser holds Securities acquired in the Initial Placement or (B) Holders of at least 25% in aggregate principal amount of the Securities: (i) make reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant - 11 - to such Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; (ii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; (iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be - 12 - performed at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. (r) In the case of any Exchange Offer Registration Statement, the Company shall: (i) make reasonably available for inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such Initial Purchaser, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries; (ii) cause the Company's officers, directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by such Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; (iii) make such representations and warranties to such Initial Purchaser, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; (iv) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to such Initial Purchaser and its counsel, addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Initial Purchaser or its counsel; (v) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to such Initial Purchaser, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings, or if requested by such Initial Purchaser or its counsel in lieu of a "cold comfort" letter, an agreed-upon procedures letter under Statement on Auditing Standards No. 35, covering matters requested by such Initial Purchaser or its counsel; and - 13 - (vi) deliver such documents and certificates as may be reasonably requested by such Initial Purchaser or its counsel, including those to evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements. The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the Exchange Offer Registration Statement. (s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the New Securities, the Company shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied. (t) The Company will use its best efforts (i) if the Securities have been rated prior to the initial sale of such Securities pursuant to the Purchase Agreement, to confirm such ratings will apply to the Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii) if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with at least one nationally recognized statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters. (u) In the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by: (i) if such Rules or By-Laws shall so require, engaging a "qualified independent underwriter" (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities; (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules. (v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement. - 14 - 5. Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of its obligations hereunder and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Majority Holders to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of their counsel incurred in connection with their review of the Exchange Offer Registration Statement. 6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who controls any such Holder within the meaning of either the Act or the Exchange 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 Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein; provided, further, that the foregoing indemnity with respect to any untrue statement contained in or omission from any preliminary prospectus shall not inure to the benefit of any Holder (or any of the directors, officers, employees and agents of such Holder or any person controlling such Holder) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the final prospectus (or the final prospectus as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus (or the final prospectus as so amended or supplemented if the Company shall have furnished any amendments or supplements thereto), and it is finally judicially determined that such delivery was required to be made under the Act and was not so made. This indemnity agreement will be in addition to any liability which the Company may otherwise have. - 15 - The Company also agrees to indemnify or contribute as provided in Section 6(d) to Losses of each and any person deemed an "underwriter", under the Act or the rules and regulations thereunder, of Securities or New Securities, as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p) hereof. (b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Company each of its directors each of its officers who signs such Registration Statement and each Person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate - 16 - counsel at the expense of the indemnifying party, it being understood, however, that in each case the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, which firm shall be designated by the Representatives if the indemnified parties consist of the Initial Purchasers or their directors, officers, employees or agents. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is for any reason held to be unenforceable by an indemnified party although applicable in accordance with its terms, then each applicable indemnifying party shall have a several and not joint obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the sum of (x) the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum and (y) the total amount of Additional Interest (as defined in Section 8) which the Company was not required to pay as a result of registering the securities covered by the Registration Statement which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, - 17 - whether any alleged untrue statement or omission relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). (e) The provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration Statement. 7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders. (b) No Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person's Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 8. Liquidated Damages. (a) If any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "Registration Default"): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; - 18 - (iii) the Registration Exchange Offer has not been consummated on or prior to the Consummation Deadline; or (iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective, without being succeeded within 45 days by an additional Registration Statement filed and declared effective or (B) such Registration Statement or the related Prospectus ceases to be usable for a period of more than 45 days in connection with resales of Securities during the periods specified herein because either (1) any event occurs as a result of which the related Prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related Prospectus, to comply with the Act or the Exchange Act. then, as liquidated damages for such Registration default, subject to the provisions of Section 10, liquidated damages ("Liquidated Damages"), in addition to the interest set forth in the title of the Securities, will incur from and including the date on which any such Registration Default shall occur to and including the first week in which all such Registration Defaults have been cured, in an amount equal to $0.10 per week per $1,000 principal amount of outstanding Securities. In no event shall the Liquidated Damages exceed $0.10 per week per $1,000 principal amount of outstanding Securities. Notwithstanding anything to the contrary in this Section, the Company shall not be required to pay Liquidated Damages to a Holder if such Holder failed to comply with its obligations to make the representations set forth in Section 2(e) or failed to provide the information required to be provided by it, if any, pursuant to Section 4(o). (b) A Registration Default referred to in Section 8(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus (which could include description in a report filed under the Exchange Act and incorporated by reference in such Shelf Registration Statement) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and/or related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. - 19 - 9. Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of such Holder's Securities pursuant to Rules 144 and 144A under the Act. The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 10. Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations hereunder may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations hereunder. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 11. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 12. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders (or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, the Holders of a majority of the aggregate principal amount of New Securities); provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement. - 20 - 13. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery: (a) if to a Holder, at the most current address given by such holder to the Company, with a copy in like manner to Banc One Capital Markets, Inc. and UBS Warburg LLC; (b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and (c) if to the Company, initially at its address set forth in the Purchase Agreement. All such notices and communications shall be deemed to have been duly given when received. The Initial Purchasers or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 14. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Securities and the New Securities, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of securities in violation of the terms of the Purchase Agreement or the Indenture. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 15. Counterparts. This agreement may be in signed counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 16. Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 17. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. 18. Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. - 21 - 19. Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. signature page follows - 22 - If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, PUBLIC SERVICE COMPANY OF COLORADO /S/ BENJAMIN G.S. FOWKE III ------------------------------- Benjamin G.S. Fowke III Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BANC ONE CAPITAL MARKETS, INC. By: /S/ WENDY BREUDER --------------------------------------- Name: Wendy Breuder Title: Managing Director UBS WARBURG LLC By: /S/ CHRISTOPHER FORSHNER By: /S/ RYAN DONOVAN --------------------------------------- --------------------------- Name: Christopher Forshner Name: Ryan Donovan Title: Executive Director Title: Associate Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 210 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution". ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution". ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 210 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until __________, 20___, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by Broker-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period commencing on Expiration Date and ending 210 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ________________________________________ Address: ________________________________________ ________________________________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. EX-4.4 4 c77516exv4w4.txt EX-4.4 SUPPLEMENTAL INDENTURE EXHIBIT 4.4 SUPPLEMENTAL INDENTURE (DATED AS OF MAY 1, 2003) ------------ PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE ------------ CREATING AN ISSUE OF FIRST MORTGAGE BONDS, COLLATERAL SERIES M --------------- (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED) SUPPLEMENTAL INDENTURE, dated as of May 1, 2003, 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 U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY 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 M (the "Collateral Series M Bonds"), to be issued and delivered 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, 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 M 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 M Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series M Bonds the protection and security 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 M 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 M 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 M Bonds and to specify the form, terms and provisions thereof, 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 M 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 unto U.S. Bank Trust National Association, as Trustee, and its successor or successors in the trust and its and their assigns forever; TO HAVE AND TO HOLD all and singular the properties, rights, privileges and franchises described in the Principal Indenture and in the several Supplemental Indentures hereinabove referred to 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 M 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. ARTICLE ONE CREATION AND DESCRIPTION OF THE COLLATERAL SERIES M BONDS SECTION 1. A new series of bonds to be issued under and secured by the Indenture is hereby created, the bonds of such new series to be designated First Mortgage Bonds, Collateral Series M. The Collateral Series M Bonds shall be limited to an aggregate principal amount of Three Hundred Fifty Million dollars ($350,000,000), excluding any Collateral Series M Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on 2 transfer of other Collateral Series M Bonds pursuant to any provisions of the Indenture. The Collateral Series M Bonds shall mature on May 14, 2004. The Collateral Series M Bonds shall not bear interest. The principal of each Collateral Series M 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 M Bonds shall be issued and delivered by the Company to U.S. Bank Trust National Association, as successor trustee under the Indenture, dated as of October 1, 1993, as supplemented (the "1993 Mortgage"), of the Company to such successor 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 M 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 or deemed payment by the Company under the 1993 Mortgage of the principal of the 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 M Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series M 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 M Bonds which is then due. The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Collateral Series M Bonds as the same shall become due and payable shall 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 M 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 M Bond shall be dated as of the date of its authentication. The Collateral Series M Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and multiples thereof. The Collateral Series M 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 M 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 M Bond. 3 SECTION 2. The text of the Collateral Series M Bonds shall be substantially in the form attached hereto as Exhibit A. SECTION 3. The Collateral Series M 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) in accordance with the written order or orders of the Company. ARTICLE TWO REDEMPTION OF THE COLLATERAL SERIES M BONDS SECTION 1. Each Collateral Series M Bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to 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 M Bonds, except that (a) no publication of notice of redemption of the Collateral Series M Bonds shall be required and (b) if less than all the Collateral Series M Bonds are to be redeemed, the Collateral Series M Bonds to be redeemed shall be selected 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 M Bond hereby agrees to accept payment thereof prior to 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 M 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 M Bonds. 4 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 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 M 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. 5 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, an Executive Vice President, a Senior Vice President or a 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 U.S. Bank Trust 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 be signed and its corporate seal to be affixed by one of its Assistant Vice Presidents and attested by one of its Trust Officers, for and in its behalf, all as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO [company seal] By: /S/ BENJAMIN G.S. FOWKE III ----------------------------------- Name: Benjamin G. S. Fowke III Title: Vice President and Treasurer ATTEST: /S/ ANNE M. ZIEBELL -------------------------------- Name: Anne M. Ziebell Title: Assistant Secretary STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On this 8th day of May, 2003, before me, Sharon M. Quellhorst, a duly authorized Notary Public in and for said City in the State aforesaid, personally appeared Benjamin G. S. Fowke III and Anne M. Ziebell to me known to be a Vice President and Treasurer and the Assistant Secretary, 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 Vice President and Treasurer and Assistant Secretary 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. /S/ SHARON M. QUELLHORST -------------------------------------- Name: Sharon M. Quellhorst [notary seal] Notary Public, State of Colorado Commission Expires: January 31, 2005 6 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /S/ IGNAZIO TAMBURELLO ----------------------------------- Name: Ignazio Tamburello Title: Assistant Vice President ATTEST: /S/ ADAM BERMAN -------------------------------- Name: Adam Berman Title: Trust Officer STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On this 8th day of May, 2003 before me, Janet O'Hara, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared Ignazio Tamburello and Adam Berman to me known to be an Assistant Vice President and a Trust Officer, respectively, of U.S. BANK TRUST NATIONAL Association, a national banking association, one of the corporations that executed the within and foregoing instrument; and the said Assistant Vice President and Trust Officer 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. /S/ JANET O'HARA -------------------------------------- Name: Janet O'Hara Notary Public, State of New York Commission Expires: November 3, 2005 [notary seal] 7 EXHIBIT A FORM OF COLLATERAL SERIES M 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 U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER. PUBLIC SERVICE COMPANY OF COLORADO FIRST MORTGAGE BOND, Collateral Series M DUE [ ] REGISTERED REGISTERED No. 1 $350,000,000 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 U.S. Bank Trust National Association (formerly known as 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, Three Hundred Fifty Million Dollars on [ ], 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 or deemed 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. 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 U.S. BANK TRUST NATIONAL ASSOCIATION (formerly First Trust of New York, National Association), as EXHIBIT A-1 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 May 1, 2003 (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 M, 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 maturity, 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 maturity hereof, 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 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 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, 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. EXHIBIT A-2 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 U.S. Bank Trust National Association, or its successor, as Trustee under the Indenture. IN WITNESS WHEREOF, Public Service Company of Colorado has caused this bond to be signed in its name by a Vice President and its corporate seal to be affixed hereto and attested by its Secretary or an Assistant Secretary. Dated: PUBLIC SERVICE COMPANY OF COLORADO By:________________________________ Vice President and Treasurer ATTEST:________________________ Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the securities of the series designated therein referred to in the within-mentioned Supplemental Indenture. Dated: U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE By:________________________________ Authorized Officer EXHIBIT A-3 SCHEDULE A SUPPLEMENTAL INDENTURES

SCHEDULE A-1

SCHEDULE A-2

- ------------------ * Contains amendatory provisions ** $200,000,000 authorized SCHEDULE A-3 EX-4.5 5 c77516exv4w5.txt EX-4.5 FORM OF SUPPLEMENTAL INDENTURE EXHIBIT 4.5 FORM OF SUPPLEMENTAL INDENTURE (DATED AS OF [__________]) ------------ PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE ------------ CREATING AN ISSUE OF FIRST MORTGAGE BONDS, COLLATERAL SERIES L ------------ (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED) SUPPLEMENTAL INDENTURE, dated as of [_________], 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 U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY 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 L (the "Collateral Series L Bonds"), to be issued and delivered 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, 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 L 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 L Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series L Bonds the protection and security 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 L 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 L 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; 1 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 L Bonds and to specify the form, terms and provisions thereof, 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 L 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 unto U.S. Bank Trust National Association, as Trustee, and its successor or successors in the trust and its and their assigns forever; TO HAVE AND TO HOLD all and singular the properties, rights, privileges and franchises described in the Principal Indenture and in the several Supplemental Indentures hereinabove referred to 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 L 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. ARTICLE ONE CREATION AND DESCRIPTION OF THE COLLATERAL SERIES L BONDS SECTION 1. A new series of bonds to be issued under and secured by the Indenture is hereby created, the bonds of such new series to be designated First Mortgage Bonds, Collateral Series L. The Collateral Series L Bonds shall be limited to an aggregate principal amount of Two Hundred Fifty Million dollars ($250,000,000) (less the aggregate principal amount of First Mortgage Bonds, Collateral Series K which remains outstanding), excluding any Collateral Series L Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on transfer of other Collateral Series L Bonds pursuant to any provisions of the Indenture. The Collateral Series L Bonds shall mature on March 1, 2013. The Collateral Series L Bonds shall not bear interest. 2 The principal of each Collateral Series L 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 L Bonds shall be issued and delivered by the Company to U.S. Bank Trust National Association, as successor trustee under the Indenture, dated as of October 1, 1993, as supplemented (the "1993 Mortgage"), of the Company to such successor 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 L 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 the 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 L Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series L 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 L Bonds which is then due. The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Collateral Series L Bonds as the same shall become due and payable shall 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 L 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 L Bond shall be dated as of the date of its authentication. The Collateral Series L Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and multiples thereof. The Collateral Series L 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 L 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 L Bond. SECTION 2. The text of the Collateral Series L Bonds shall be substantially in the form attached hereto as Exhibit A. 3 SECTION 3. The Collateral Series L 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) in accordance with the written order or orders of the Company. ARTICLE TWO REDEMPTION OF THE COLLATERAL SERIES L BONDS SECTION 1. Each Collateral Series L Bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to 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 L Bonds, except that (a) no publication of notice of redemption of the Collateral Series L Bonds shall be required and (b) if less than all the Collateral Series L Bonds are to be redeemed, the Collateral Series L Bonds to be redeemed shall be selected 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 L Bond hereby agrees to accept payment thereof prior to 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 L 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 L Bonds. 4 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 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 L 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. 5 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, an Executive Vice President, a Senior Vice President or a 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 U.S. Bank Trust 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 be signed and its corporate seal to be affixed by one of its Assistant Vice Presidents and attested by one of its Trust Officers, for and in its behalf, all as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO [COMPANY SEAL] By: ____________________________________ Name: Title: ATTEST: _____________________________ Name: Title: STATE OF [ ] ) ) ss.: CITY OF [ ] ) On this [ ] day of [ ], 200[ ], before me, [ ], a duly authorized Notary Public in and for said City in the State aforesaid, personally appeared [ ] and [ ] to me known to be 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 [ ] 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. ________________________________________ Name: Notary Public, State of [___________] [SEAL] Commission Expires: [___________] 6 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: ____________________________________ Name: Title: ATTEST: _____________________________ Name: Title: STATE OF [ ] ) ) ss.: CITY AND COUNTY OF [ ] ) On this [ ] day of [ ], 200[ ], 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 an [ ], respectively, of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, one of the corporations that executed the within and foregoing instrument; and the said [ ] 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. ________________________________________ Name: Notary Public, State of [ ] Commission Expires: [SEAL] 7 EXHIBIT A FORM OF COLLATERAL SERIES L 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 U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER. PUBLIC SERVICE COMPANY OF COLORADO FIRST MORTGAGE BOND, Collateral Series L DUE 2013 REGISTERED REGISTERED No......... $........ 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 U.S. Bank Trust National Association (formerly known as 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 March 1, 2013, 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. 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, Exhibit A-1 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 U.S. BANK TRUST NATIONAL ASSOCIATION (formerly 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 [ ] (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 L, 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 maturity, 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 maturity hereof, 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 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 purposes. This bond, alone or with other bonds of this series, may in like manner be exchanged Exhibit A-2 at such office or agency for one or more new bonds of this series of the same aggregate principal amount, 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 U.S. Bank Trust National Association, or its successor, as Trustee under the Indenture. IN WITNESS WHEREOF, Public Service Company of Colorado has caused this bond to be signed in its name by a Vice President and its corporate seal to be affixed hereto and attested by its Secretary or an Assistant Secretary. Dated: PUBLIC SERVICE COMPANY OF COLORADO By: ____________________________________ ATTEST: ____________________________ CERTIFICATE OF AUTHENTICATION This is one of the securities of the series designated therein referred to in the within-mentioned Supplemental Indenture. Dated: U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE By: ____________________________________ Authorized Officer Exhibit A-3 SCHEDULE A SUPPLEMENTAL INDENTURES

Schedule A-1

Schedule A-2

- ----------- * Contains amendatory provisions ** $200,000,000 authorized Schedule A-3 EX-4.9 6 c77516exv4w9.txt EX-4.9 SUPPLEMENTAL INDENTURE NO. 14 EXHIBIT 4.9 PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------------- SUPPLEMENTAL INDENTURE NO. 14 Dated as of May 1, 2003 Supplemental to the Indenture dated as of October 1, 1993 --------------------- Establishing the Securities of Series No. 13, designated First Collateral Trust Bonds, Series No. 13 (Credit Agreement Collateral Bonds) SUPPLEMENTAL INDENTURE NO. 14, dated as of May 1, 2003, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust Company of New York under the Indenture, dated as of October 1, 1993 (hereinafter called the "Original Indenture"), as previously supplemented and as further supplemented by this Supplemental Indenture No. 14. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the "Indenture". RECITALS OF THE COMPANY The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for the purpose of establishing series of bonds and appointing the successor Trustee. The Company is entering into a Credit Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"), dated as of May 16, 2003, with Bank One, NA, as Administrative Agent (the "Administrative Agent") and the several financial institutions and other persons from time to time party thereto (collectively, the "Banks"), pursuant to which the Banks have agreed to make advances, to issue or participate in letters of credit and to grant certain other financial accommodations to the Company up to an aggregate principal amount of Three Hundred Fifty Million dollars ($350,000,000) (the "Credit Extensions"). The Credit Agreement requires the Company to cause the Company's obligations to pay the principal amount due under the Credit Agreement with respect to the Credit Extensions and to fund the Cash Collateral Account (as defined in the Credit Agreement) pursuant to Section 2.7(g) and/or 7.2(c) thereof (collectively, the "Principal Obligations"), to be ratably secured with all indebtedness of the Company under the Indenture, as a condition to, and as consideration for, the obligation of the Banks to make the Credit Extensions in accordance with the terms of the Credit Agreement. Pursuant to its obligations under the Credit Agreement, the Company now desires to establish a series of Securities to be designated "First Collateral Trust Bonds, Series No. 13 (Credit Agreement Collateral Bonds)", such series of Securities to be hereinafter sometimes called "Series No. 13". The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 14 to establish the Securities of Series No. 13 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 14 a valid agreement of the Company, and to make the Securities of Series No. 13 valid obligations of the Company, have been performed. GRANTING CLAUSES NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 14 WITNESSETH, that, in consideration of the premises, including, without limitation, the agreement of the Banks to make Credit Extensions available to the Company in accordance with the terms of the Credit Agreement, 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. 14, 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, 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; (b) 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; (c) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (d) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (e) all buildings, offices, warehouses and other structures used or to be used in or in connection with the Electric Utility Business; (f) 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; (g) any or all of the foregoing properties in the process of construction; and (h) 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. 14 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. 14; 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; 2 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 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. 13 There are hereby established the Securities of Series No. 13. The Securities of Series No. 13 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 "First Collateral Trust Bonds, Series No. 13 (Credit Agreement Collateral 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) the Securities of Series No. 13 shall be initially authenticated and delivered in the aggregate principal amount of $350,000,000; (c) not applicable; (d) the principal of the Securities of Series No. 13 shall be payable on May 14, 2004, the Stated Maturity. 3 (e) the Securities of Series No. 13 shall not bear interest; (f) the Corporate Trust Office of U.S. Bank Trust National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 13 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer's Certificates, its principal office in Denver, Colorado as any such place or itself as the Security Registrar; (g) the Securities of Series No. 13 shall not be redeemable at the option of the Company prior to maturity, other than as set forth in the Indenture; (h) upon the occurrence of an Event of Default (as defined in the Credit Agreement) pursuant to Section 7.1(a), (b) or (p) thereof or any other Event of Default under the Credit Agreement that results in the acceleration of any Principal Obligations thereunder, then the Securities of Series No. 13 shall be redeemable in whole or in part upon receipt by the Trustee and the Company of a written demand (a "Redemption Demand") from the Administrative Agent specifying a Demand Redemption Date (which may be the date of receipt by the Company of the Redemption Demand) stating that there has been such an Event of Default and demanding redemption of the Securities (a) to the extent of the principal amount of the accelerated Principal Obligations, and/or (b) in the case of an Event of Default arising under the Credit Agreement pursuant to Section 7.1(p), to the extent of the amount then required to be deposited pursuant to Section 2.7(g) and/or 7.2(c) of the Credit Agreement. The Securities of Series No. 13 shall be redeemed by the Company on the Demand Redemption Date at a redemption price equal to 100% of the principal amount thereof to be redeemed; provided, however, to the extent the Company pays the principal amount of the Principal Obligations so accelerated and/or the amounts due pursuant to Section 2.7(g) and/or 7.2(c) of the Credit Agreement, the Company's obligation to pay the redemption price of such Securities shall be deemed satisfied. Promptly after receipt of the redemption price, the Administrative Agent shall surrender the Securities of Series No. 13 to be redeemed to the Trustee. Upon the surrender of any Security which is to be redeemed only in part, the Company shall execute and the Trustee shall authenticate a new Security or Securities in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Redemption Demand is rescinded by the Administrative Agent by written notice to the Trustee and the Company prior to the Demand Redemption Date, the Redemption Demand shall be automatically annulled; but no such rescission shall extend to or affect any subsequent Event of Default pursuant to Section 7.1(a), (b) or (p) of the Credit Agreement or any other Event of Default under the Credit Agreement resulting in the acceleration of Principal Obligations under the Credit Agreement or impair any right consequent thereon; (i) not applicable; (j) not applicable; 4 (k) not applicable; (l) not applicable; (m) not applicable; (n) not applicable; (o) not applicable; (p) not applicable; (q) the Securities of Series No. 13 are to be registered in the name of Bank One, NA, as Administrative Agent. Such Securities shall not be transferable, nor shall any purported transfer be registered except to a successor to the Administrative Agent under the Credit Agreement upon delivery to the Trustee of a Company Request requesting such transfer; provided, however, that, if an Event of Default exists under the Credit Agreement, the Administrative Agent may submit a written notice of its successor directly to the Trustee; (r) not applicable; (s) no service charge shall be made for the transfer or exchange of the Securities of Series No. 13; (t) not applicable; (u) (i) If the Company shall have caused the Company's indebtedness in respect of any Securities of Series No. 13 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 901 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 901 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company's indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such 5 Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the "Code") and United States Treasury regulations thereunder. (ii) Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to otherwise furnish any of the information contemplated therein if the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred. (iii) Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 13 to be deemed to have been paid for purposes of the Indenture, as provided in Section 901 of the Original Indenture, but shall not have effected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section. (v) If the Company terminates or reduces the aggregate principal amount of unutilized commitments of the Banks to provide Credit Extensions under the Credit Agreement pursuant to Section 2.10 thereof, such termination or reduction shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to pay the principal amount of the Securities of Series No. 13. Upon payment of the Company's Principal Obligations under the Credit Agreement and the termination of the commitments of the Banks to provide Credit Extensions under the Credit Agreement, the obligation of the Company, if any, to pay the principal amount of the Securities of Series No. 13 shall be deemed satisfied and discharged. On the date which is thirty (30) days after the maturity of the Securities of Series No. 13, the Trustee may conclusively presume that the obligation of the Company to pay principal on the Securities of Series No. 13 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice prior to such date from the Holder thereof stating that the 6 principal of Securities of Series No. 13 has become due and payable and specifying the amount of funds required to make such payment. Notwithstanding anything to the contrary contained herein, the aggregate amount of principal actually due on the Securities of Series No. 13 shall not exceed the aggregate amount of the Principal Obligations of the Company (in respect of advances and letters of credit) under the Credit Agreement. (w) The Securities of Series No. 13 are subject to the following voting restrictions: The Administrative Agent may attend such meeting or meetings of Holders of Securities of one or more, or all, series or any Tranche or Tranches thereof, under the Indenture, or at its option, deliver its proxy in connection therewith, as related to matters with respect to which it is entitled to vote or consent. So long as no "Event of Default" under the Indenture or any "Event of Default" under the Credit Agreement shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of Holders of Securities of any series or Tranche is sought without a meeting, the Administrative Agent shall vote, or shall consent with respect thereto, proportionately with the vote or consent of the Holders of all other Securities of any series or Tranche Outstanding under the Indenture who are eligible to vote or consent, as indicated in a Bondholder's Certificate delivered to the Administrative Agent. If any "Event of Default" exists under the Indenture or the Credit Agreement, the Administrative Agent (i) may vote or consent the "Outstandings" (as defined in the Credit Agreement) as it elects and (ii) shall vote or consent the excess of the aggregate "Commitment Amounts" (as defined in the Credit Agreement) over the "Outstandings" (as defined in the Credit Agreement) proportionately with the vote or consent of the Holders of all other Securities of any series or Tranche Outstanding under the Indenture who are eligible to vote or consent, as indicated in a Bondholder's Certificate delivered to such Holders. Notwithstanding the foregoing, the provisions of this paragraph relating to voting or consent shall not apply, and the Administrative Agent may vote or consent without restriction in accordance with the terms of the Indenture, if the matter with respect to which the vote or consent is taken is a matter which, under the terms of Section 1402 of the Original Indenture, requires the approval or consent of the Holders of all Securities then Outstanding and directly affected by such matter. (x) The Securities of Series No. 13 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form. ARTICLE TWO MISCELLANEOUS PROVISIONS (a) This Supplemental Indenture No. 14 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 14, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 14 shall together constitute one and the same instrument. (b) This Securities of Series No. 13 have been issued by the Company to the Administrative Agent to (i) secure the payment of the Company's Principal Obligations under the Credit Agreement and (ii) provide to such persons the benefits of the security provided for in this Security pursuant to the Indenture. 7 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 14 to be duly executed as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By: /S/ BENJAMIN G.S. FOWKE III ------------------------------------- Name: Benjamin G. S. Fowke III Title: Vice President and Treasurer STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On the 8th day of May, 2003, before me personally came Benjamin G. S. Fowke III to me known, who, being by me duly sworn, did depose and say that he is a Vice President and Treasurer 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. /S/ SHARON M. QUELLHORST ---------------------------------------- Name: Sharon M. Quellhorst [notary seal] Notary Public, State of Minnesota Commission Expires: January 31, 2005 8 U.S. BANK TRUST NATIONAL ASSOCIATION, Trustee By: /S/ IGNAZIO TAMBURELLO ------------------------------------- Name: Ignazio Tamburello Title: Assistant Vice President STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On the 8th day of May, 2003, before me personally came Ignazio Tamburello, to me known, who, being by me duly sworn, did depose and say that he is an Assistant Vice President of U.S. Bank Trust National Association, the banking association described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said banking association. /JANET O'HARA ----------------------------------------- Name: Janet O'Hara [notary seal] Notary Public, State of New York Commission Expires: November 3, 2005 9 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 First Collateral Trust Bond, Series No. 13 (Credit Agreement Collateral Bonds) Issue Date: [May __], 2003 Stated Maturity: May 14, 2004 This Security is not a Discount Security within the meaning of the within-mentioned Indenture ----------------------------------------- Principal Amount Registered No. 1 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 [ ], as Administrative Agent, or registered assigns, the principal sum of [ ] Dollars on the Stated Maturity specified above. This Security shall not bear interest. Payment of the principal of this Security at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust National Association, in New York, New York or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of the principal of this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly First Trust of New York, National Association) as successor trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which EXHIBIT A-1 Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above. The Company has entered into a Credit Agreement (as it may be amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"), dated as of May 16, 2003, with Bank One, NA, as Administrative Agent (the "Administrative Agent") and the several financial institutions and other persons from time to time party thereto (collectively, the "Banks"), pursuant to which the Banks have agreed to make advances, to issue or participate in letters of credit and to grant certain other financial accommodations to the Company up to an aggregate principal amount of Three Hundred Fifty Million dollars ($350,000,000) (the "Credit Extensions"). The Credit Agreement requires the Company to cause the Company's obligations to pay the principal amount due under the Credit Agreement with respect to the Credit Extensions and to fund the Cash Collateral Account (as defined in the Credit Agreement) pursuant to Section 2.7(g) and/or 7.2(c) thereof (collectively, the "Principal Obligations"), to be ratably secured with all indebtedness of the Company under the Indenture, as a condition to, and as consideration for, the obligation of the Banks to make the Credit Extensions in accordance with the terms of the Credit Agreement. This Security has been issued in order to satisfy that requirement. If the Company terminates or reduces the aggregate principal amount of unutilized commitments of the Banks to provide Credit Extensions under the Credit Agreement pursuant to Section 2.10 thereof, such termination or reduction shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to pay the principal amount of the Securities of Series No. 13. Upon payment of the Company's Principal Obligations under the Credit Agreement and the termination of the commitments of the Banks to provide Credit Extensions under the Credit Agreement, the obligation of the Company, if any, to pay the principal amount of the Securities of Series No. 13 shall be deemed satisfied and discharged. On the date which is thirty (30) days after the maturity of the Securities of Series No. 13, the Trustee may conclusively presume that the obligation of the Company to pay principal on the Securities of Series No. 13 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice prior to such date from the Holder thereof stating that the principal of Securities of Series No. 13 has become due and payable and specifying the amount of funds required to make such payment. Notwithstanding anything to the contrary contained herein, the aggregate amount of principal actually due on the Securities of Series No. 13 shall not exceed the aggregate amount of the Principal Obligations of the Company (in respect of advances and letters of credit) under the Credit Agreement. If the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day. This Security is not subject to redemption at the option of the Company prior to the Stated Maturity thereof, other than as set forth in the Indenture. Upon the occurrence of an Event of Default (as defined in the Credit Agreement) pursuant to Section 7.1(a), (b) or (p) thereof or any other Event of Default under the Credit Agreement that results in EXHIBIT A-2 the acceleration of any Principal Obligations thereunder, then the Securities of Series No. 13 shall be redeemable in whole or in part upon receipt by the Trustee and the Company of a written demand (a "Redemption Demand") from the Administrative Agent specifying a Demand Redemption Date (which may be the date of receipt by the Company of the Redemption Demand) stating that there has been such an Event of Default and demanding redemption of the Securities (a) to the extent of the principal amount of the accelerated Principal Obligations, and/or (b) in the case of an Event of Default arising under the Credit Agreement pursuant to Section 7.1(p), to the extent of the amount then required to be deposited pursuant to Section 2.7(g) and/or 7.2(c) of the Credit Agreement. The Securities of Series No. 13 shall be redeemed by the Company on the Demand Redemption Date at a redemption price equal to 100% of the principal amount thereof to be redeemed; provided, however, to the extent the Company pays the principal amount of the Principal Obligations so accelerated and/or the amounts due pursuant to Section 2.7(g) and/or 7.2(c) of the Credit Agreement, the Company's obligation to pay the redemption price of such Securities shall be deemed satisfied. Promptly after receipt of the redemption price, the Administrative Agent shall surrender the Securities of Series No. 13 to be redeemed to the Trustee. Upon the surrender of any Security which is to be redeemed only in part, the Company shall execute and the Trustee shall authenticate a new Security or Securities in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Redemption Demand is rescinded by the Administrative Agent by written notice to the Trustee and the Company prior to the Demand Redemption Date, the Redemption Demand shall be automatically annulled; but no such rescission shall extend to or affect any subsequent Event of Default pursuant to Section 7.1(a), (b) or (p) of the Credit Agreement or any other Event of Default under the Credit Agreement resulting in the acceleration of Principal Obligations under the Credit Agreement or impair any right consequent thereon. If an Event of Default (as defined in the Indenture) shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The Administrative Agent may attend such meeting or meetings of Holders of Securities of one or more, or all, series or any Tranche or Tranches thereof, under the Indenture, or at its option, deliver its proxy in connection therewith, as related to matters with respect to which it is entitled to vote or consent. So long as no "Event of Default" under the Indenture or any "Event of Default" under the Credit Agreement shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of Holders of Securities of any series or Tranche is sought without a meeting, the Administrative Agent shall vote, or shall consent with respect thereto, proportionately with the vote or consent of the Holders of all other Securities of any series or Tranche Outstanding under the Indenture who are eligible to vote or consent, as indicated in a Bondholder's Certificate delivered to such Holder. If any "Event of Default" exists under the Indenture or the Credit Agreement, the Administrative Agent (i) may vote or consent the Outstandings (as defined in the Credit Agreement) as it elects and (ii) shall vote or consent the excess of the aggregate "Commitment Amounts" (as defined in the Credit Agreement) over the "Outstandings" (as defined in the Credit Agreement) proportionately with the vote or consent of the Holders of all other Securities of any series or Tranche Outstanding under the Indenture who are eligible to vote or consent, as indicated in a Bondholder's Certificate delivered to the Administrative Agent. Notwithstanding the foregoing, the provisions of this paragraph relating to voting or consent shall not apply, and the Administrative Agent may vote or consent without restriction in accordance with the terms of the Indenture, if the matter with respect to which the vote or consent is taken is a matter which, under the terms of Section 1402 of the Original Indenture, requires the approval or consent of the Holders of all Securities then Outstanding and directly affected by such matter. 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 EXHIBIT A-3 majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company's entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient, to pay when due the principal of and interest on this Security or portion hereof when due. This Security is not transferable except to a successor to the Administrative Agent under the Credit Agreement upon delivery to the Trustee of a Company Request requesting such transfer; provided, however, that, if an Event of Default exists under the Credit Agreement, the Administrative Agent may submit a written notice of its successor directly to the Trustee. Before any transfer of this Security will be recognized or given effect by the Company or the Trustee, the Holder shall note the amounts of all principal prepayments hereon, and shall notify the Company and the Trustee of the name and address of the transferee and shall afford the Company and the Trustee the opportunity of verifying the notation as to prepayment of principal. By the acceptance hereof the Holder of this Security and each transferee shall be deemed to have agreed to indemnify and hold harmless the Company and the Trustee against all losses, claims, damages or liability arising out of any failure on the part of the Holder or of any such transferee to comply with the requirements of the preceding sentence. Any such transfer is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time, 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. EXHIBIT A-4 This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor to the Administrative Agent under the Credit Agreement. No service charge shall be made for any such registration of transfer. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. As used herein "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are authorized or required by law, regulation or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As provided in the Indenture, no recourse shall be had for the payment of the principal of or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. EXHIBIT A-5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its corporate seal to be hereunto affixed and attested. PUBLIC SERVICE COMPANY OF COLORADO By:__________________________________ Vice President and Treasurer Attest: ___________________________ Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:_____________________________ U.S. BANK TRUST OR U.S. BANK TRUST NATIONAL ASSOCIATION, NATIONAL ASSOCIATION, as Trustee as Trustee By:________________________________ By:__________________________________ Authorized Officer AS AUTHENTICATING AGENT By:__________________________________ Authorized Officer THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, RESTRICTIONS ON VOTING, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS. THIS SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY PURPORTED TRANSFER BE REGISTERED, EXCEPT TO A SUCCESSOR TO THE ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT REFERRED TO HEREIN. THIS SECURITY IS SUBJECT TO CERTAIN VOTING RESTRICTIONS SET FORTH HEREIN. ------------------- EXHIBIT A-6 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ [please insert social security or other identifying number of assignee] ________________________________________________________________________________ [please print or typewrite name and address of assignee] ________________________________________________________________________________ the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby irrevocably constitute and appoint __________________________________ , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises. Dated:_____________________________ _______________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever. EXHIBIT A-7 SCHEDULE A SUPPLEMENTAL INDENTURES

SCHEDULE A-1 EX-4.10 7 c77516exv4w10.txt EX-4.10 FORM OF SUPPLEMENTAL INDENTURE EXHIBIT 4.10 PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------------- FORM OF SUPPLEMENTAL INDENTURE NO. 13 Dated as of [______________] Supplemental to the Indenture dated as of October 1, 1993 --------------------- Establishing the Securities of Series No. 12, designated First Collateral Trust Bonds, Series No. 12 SUPPLEMENTAL INDENTURE NO. 13, dated as of [______________], between PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust Company of New York under the Indenture, dated as of October 1, 1993 (hereinafter called the "Original Indenture"), as previously supplemented and as further supplemented by this Supplemental Indenture No. 13. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the "Indenture". RECITALS OF THE COMPANY The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for the purpose of establishing a series of bonds and appointing the successor Trustee. The Company desires to establish a series of Securities to be designated "First Collateral Trust Bonds, Series No. 12", such series of Securities to be hereinafter sometimes called "Series No. 12". The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 13 to establish the Securities of Series No. 12 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 13 a valid agreement of the Company, and to make the Securities of Series No. 12 valid obligations of the Company, have been performed. GRANTING CLAUSES NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 13 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. 13, 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, 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; (b) 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; (c) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (d) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (e) all buildings, offices, warehouses and other structures used or to be used in or in connection with the Electric Utility Business; (f) 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; (g) any or all of the foregoing properties in the process of construction; and (h) 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. 13 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. 13; 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 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; 2 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. 12 There are hereby established the Securities of Series No. 12, 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 "First Collateral Trust Bonds, Series No. 12"; 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) the Securities of Series No. 12 shall be initially authenticated and delivered in exchange for, and upon presentation for surrender of, Securities designated First Collateral Trust Bonds, Series No. 11 (the "Original Bonds"), in an aggregate principal amount not to exceed $250,000,000 (less the principal amount of Original Bonds not presented for exchange); (c) interest on the Securities of Series No. 12 shall be payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of such Securities attached as Exhibit A hereto; (d) the principal of the Securities of Series No. 12 shall be payable on March 1, 2013, the Stated Maturity. (e) the Securities of Series No. 12 shall bear interest at a rate of 4.875% per annum; interest shall accrue on the Securities of Series No. 12 from [______________], or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be March 1 and September 1 in each year, commencing [______________], and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be February 15 and August 15 in each year, respectively (whether or not a Business Day); 3 (f) the Corporate Trust Office of U.S. Bank Trust National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 12 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer's Certificates, its principal office in Denver, Colorado as any such place or itself as the Security Registrar; (g) the Securities of Series No. 12 shall be redeemable at the option of the Company at any time prior to maturity, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount thereof to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus in each case, accrued and unpaid interest to the Redemption Date. For purposes hereof, the following defined terms shall have the meaning ascribed to them. "Treasury Yield" means, for any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of Series No. 12 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of Series No. 12. "Comparable Treasury Price" means, for any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain those prices on that Business Day, (A) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for the Redemption Date, or (B) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all of the Quotations. "Independent Investment Banker" means Banc One Capital Markets, Inc. or its successor or, if such firm or its successor is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means (i) each of Banc One Capital Markets, Inc., UBS Warburg LLC and any other Primary Treasury Dealer designated by, and not affiliated with, Banc One Capital Markets, Inc., UBS Warburg LLC and their respective successors, provided, however, that if either of the foregoing or any of their designees ceases to be a Primary Treasury 4 Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer selected by the Company. "Primary Treasury Dealer" means any U.S. Government securities dealer in the United States. "Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding the Redemption Date. (h) not applicable; (i) not applicable; (j) not applicable; (k) not applicable; (l) not applicable; (m) not applicable; (n) not applicable; (o) not applicable; (p) not applicable; (q) the Securities of Series No. 12 are to be initially registered in the name of Cede & Co., as nominee for The Depository Trust Company (the "Depositary"). Such Securities shall not be transferable or exchangeable, nor shall any purported transfer be registered, except as follows: (i) such Securities may be transferred in whole, and appropriate registration of transfer effected, if such transfer is by such nominee to the Depositary, or by the Depositary to another nominee thereof, or by any nominee of the Depositary to any other nominee thereof, or by the Depositary or any nominee thereof to any successor securities depositary or any nominee thereof; and (ii) such Securities may be exchanged for definitive Securities registered in the respective names of the beneficial holders thereof, and thereafter shall be transferable without restriction, if: (A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that it is unwilling or unable to continue to act as securities depositary with respect to such Securities or the Depository has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Trustee shall not have been notified by the Company within ninety (90) days of the 5 identity of a successor securities depositary with respect to such Securities; (B) the Company shall have delivered to the Trustee a Company Order to the effect that such Securities shall be so exchangeable on and after a date specified therein; or (C) (1) an Event of Default shall have occurred and be continuing, (2) the Trustee shall have given notice of such Event of Default pursuant to Section 1102 of the Original Indenture and (3) there shall have been delivered to the Company and the Trustee an Opinion of Counsel to the effect that the interests of the beneficial owners of such Securities in respect thereof will be materially impaired unless such owners become Holders of definitive Securities; (r) not applicable; (s) no service charge shall be made for the registration of transfer or exchange of the Securities of Series No. 12; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange or transfer; (t) not applicable; (u) (i) If the Company shall have caused the Company's indebtedness in respect of any Securities of Series No. 12 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 901 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 901 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company's indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or 6 beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the "Code") and United States Treasury regulations thereunder. (ii) Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to otherwise furnish any of the information contemplated therein if the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred. (iii) Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 12 to be deemed to have been paid for purposes of the Indenture, as provided in Section 901 of the Original Indenture, but shall not have effected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section. (v) The Securities of Series No. 12 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form. ARTICLE TWO MISCELLANEOUS PROVISIONS This Supplemental Indenture No. 13 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 13, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 13 shall together constitute one and the same instrument. 7 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 13 to be duly executed as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By: ______________________________ Name: Title: STATE OF [MINNESOTA] ) ) ss.: COUNTY OF [MINNEAPOLIS] ) On the [_____] day of [________, ______], before me personally came [__________] to me known, who, being by me duly sworn, did depose and say that he is a [Vice President] 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. ___________________________________ Name: Notary Public, State of [Minnesota] Commission Expires: 8 U.S. BANK TRUST NATIONAL ASSOCIATION, Trustee By: ______________________________ Name: Title: STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On the [_____] day of [__________, ____], before me personally came [__________], to me known, who, being by me duly sworn, did depose and say that he is a [Vice President] of U.S. Bank Trust National Association, the banking association described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said banking association. ___________________________________ Name: Notary Public, State of New York Commission Expires: 9 EXHIBIT A FORM OF SECURITY (See legend at the end of this Security for restrictions on transfer) PUBLIC SERVICE COMPANY OF COLORADO First Collateral Trust Bond, Series No. 12 Original Interest Accrual Date: [__________________________] Interest Rate: 4.875% Stated Maturity: March 1, 2013 Interest Payment Dates: March 1 and September 1 Regular Record Dates: February 15 and August 15 This Security 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, and to pay interest thereon from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates specified above in each year, commencing [______________], and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid in such other manner as permitted by the Indenture. Exhibit A-1 Payment of the principal of this Security and interest hereon at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust National Association, in New York, New York or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person. Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly First Trust of New York, National Association) as successor trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above. If any Interest Payment Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date or Stated Maturity, as the case may be, to such Business Day. This Security shall be redeemable at the option of the Company at any time prior to maturity, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount hereof to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on this Security, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus in each case, accrued and unpaid interest to the Redemption Date. For purposes hereof, the following defined terms shall have the meaning ascribed to them: "Treasury Yield" means, for any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of Series No. 12 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of Series No. 12. Exhibit A-2 "Comparable Treasury Price" means, for any Redemption Date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain those prices on that Business Day, (A) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations for the Redemption Date, or (B) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all of the Quotations. "Independent Investment Banker" means Banc One Capital Markets, Inc. or its successor or, if such firm or its successor is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means (i) each of Banc One Capital Markets, Inc., UBS Warburg LLC and any other Primary Treasury Dealer designated by, and not affiliated with, Banc One Capital Markets, Inc., UBS Warburg LLC and their respective successors, provided, however, that if either of the foregoing or any of their designees ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer selected by the Company. "Primary Treasury Dealer" means any U.S. Government securities dealer in the United States. "Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding the Redemption Date. If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all Exhibit A-3 future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company's entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient, to pay when due the principal of and interest on this Security when due. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only as registered Securities, without coupons, and in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of the same series, of any authorized denominations, as requested by the Holder surrendering the same, and of like tenor upon surrender of the Security or Securities to be exchanged at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. As used herein "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are authorized or required by law, regulation or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As provided in the Indenture, no recourse shall be had for the payment of the principal of or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect Exhibit A-4 thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. Exhibit A-5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its corporate seal to be hereunto affixed and attested. PUBLIC SERVICE COMPANY OF COLORADO By:_________________________________ [Title] Attest:_____________________________ [Title] CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:____________________________ U.S. BANK TRUST OR U.S. BANK TRUST 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 SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY PURPORTED TRANSFER BE REGISTERED, EXCEPT (i) THIS SECURITY MAY BE TRANSFERRED IN WHOLE, AND APPROPRIATE REGISTRATION OF TRANSFER EFFECTED, IF SUCH TRANSFER IS BY CEDE & CO., AS NOMINEE FOR THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY"), TO THE DEPOSITARY, OR BY THE DEPOSITARY TO ANOTHER NOMINEE THEREOF, OR BY ANY NOMINEE OF THE DEPOSITARY TO ANY OTHER NOMINEE THEREOF, OR BY THE DEPOSITARY OR ANY NOMINEE THEREOF TO ANY SUCCESSOR SECURITIES DEPOSITARY OR ANY NOMINEE THEREOF; AND (ii) THIS SECURITY MAY BE EXCHANGED FOR DEFINITIVE SECURITIES REGISTERED IN THE RESPECTIVE NAMES OF THE BENEFICIAL HOLDERS HEREOF, AND THEREAFTER SHALL BE TRANSFERABLE WITHOUT RESTRICTIONS IF: (A) THE DEPOSITARY, OR ANY SUCCESSOR SECURITIES DEPOSITARY, SHALL HAVE NOTIFIED THE COMPANY AND THE TRUSTEE THAT IT IS UNWILLING OR UNABLE TO CONTINUE TO ACT AS SECURITIES DEPOSITARY WITH RESPECT TO THE SECURITIES AND THE TRUSTEE SHALL NOT HAVE BEEN NOTIFIED BY THE COMPANY WITHIN NINETY (90) DAYS OF THE IDENTITY OF A SUCCESSOR Exhibit A-6 SECURITIES DEPOSITARY WITH RESPECT TO THE SECURITIES; (B) THE COMPANY SHALL HAVE DELIVERED TO THE TRUSTEE A COMPANY ORDER TO THE EFFECT THAT THE SECURITIES SHALL BE SO EXCHANGEABLE ON AND AFTER A DATE SPECIFIED THEREIN; OR (C)(1) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (2) THE TRUSTEE SHALL HAVE GIVEN NOTICE OF SUCH EVENT OF DEFAULT PURSUANT TO SECTION 1102 OF THE 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 THE SECURITIES IN RESPECT THEREOF WILL BE MATERIALLY IMPAIRED UNLESS SUCH OWNERS BECOME HOLDERS OF DEFINITIVE SECURITIES. ------------------------ Exhibit A-7 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________ [please insert social security or other identifying number of assignee] _______________________________________________________________________ [please print or typewrite name and address of assignee] _______________________________________________________________________ the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby irrevocably constitute and appoint __________________________________ , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises. Dated:____________________________ ___________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever. Exhibit A-8 SCHEDULE A SUPPLEMENTAL INDENTURES

Schedule A-1 EX-5.1 8 c77516exv5w1.txt EX-5.1 OPINION AND CONSENT OF LEGAL COUNSEL EXHIBIT 5.1 [Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P] June 11, 2003 Public Service Company of Colorado 1225 17th Street Denver, Colorado 80202 Ladies and Gentlemen: We have acted as counsel for Public Service Company of Colorado, a Colorado corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form S-4 (the "Registration Statement"), relating to the offer to exchange 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Bonds") for any and all outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original Bonds"). The Bonds will be issued pursuant to an Indenture dated as of October 1, 1993 the ("Bond Indenture"), between the Company and U.S. Bank Trust National Association, as successor trustee thereunder (the "Bond Trustee"). In connection with this opinion, we have examined a copy of the Registration Statement and 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. Public Service Company of Colorado June 11,2003 Page 2 Based on the foregoing examination, and subject to the qualifications and limitations contained herein, we are of the opinion that: 1. The Company is a corporation validly existing and in good standing under the laws of the State of Colorado. 2. When (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), has become effective under the Securities Act; and (ii) all orders, consents or other authorizations of the Public Utilities Commission of the State of Colorado (the "CPUC") required for the valid issuance and sale of the Bonds have been obtained, no further authorization, consent or approval by any regulatory authority will be required for the valid issuance and sale of the Bonds. 3. When a Board Resolution or Officer's Certificate within the meaning of the Bond Indenture has been issued or a supplemental indenture entered into, in accordance with the Bond Indenture detailing the establishment of the Bonds, such Bonds will have been duly authorized by the Company. 4. Upon the execution and filing with the Bond Trustee of the proper papers with respect to the Bonds, the Bonds will be issuable under the terms of the Bond Indenture. 5. When the Bonds have been duly executed, authenticated and delivered in accordance with the corporate and governmental authorizations and the instruments referred to above and the Original Bonds have been validly tendered and not withdrawn prior to the expiration date of the exchange offer, the Bonds will be legally issued and binding obligations of the Company and will be entitled to the benefits of the Bond Indenture on a parity with the securities of other series which may be thereafter issued pursuant to the terms of such indenture (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such principles are considered in a proceeding in equity or at law). We express no opinion as to the application of the securities or blue sky laws of the several states to the sale of the securities to be registered pursuant to the Registration Statement. Our opinion expressed above is limited to the laws of the State of New York and the State of Colorado, and the federal laws of the United States of America. Public Service Company of Colorado June 11,2003 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the headings "Description of the Exchange First Collateral Trust Bonds" and "Description of the 1939 Mortgage" in the prospectus forming a part of the Registration Statement. Very truly yours /S/ LeBoeuf, Lamb, Greene & MacRae, L.L.P EX-12.1 9 c77516exv12w1.txt EX-12.1 STATEMENT-COMPUTATION OF RATIO OF EARNINGS Exhibit 12.01 PUBLIC SERVICE COMPANY OF COLORADO (CONSOLIDATED) STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Thousands of Dollars

EX-23.2 10 c77516exv23w2.txt EX-23.2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Public Service Company of Colorado (a Colorado Corporation and wholly-owned subsidiary of Xcel Energy, Inc.) and subsidiaries on Form S-4, of our report dated February 24, 2003 (which report expresses an unqualified opinion and includes an emphasis of a matter paragraph relating to the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities), appearing in the Annual Report on Form 10-K of Public Service Company of Colorado for the year ended December 31, 2002 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota June 9, 2003 EX-24.1 11 c77516exv24w1.txt EX-24.1 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY WHEREAS, Public Service Company of Colorado, a Colorado corporation (the "Company"), is about to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a registration statement or post-effective amendment to a registration statement for the issuance of up to $250 million principal amount of 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 that are to be exchanged for a like principal amount of the issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 of the Company; and WHEREAS, each of the undersigned holds the office or offices in the Company herein below set below his/her name, respectively. NOW, THEREFORE, each of the undersigned hereby constitutes and appoints GARY R. JOHNSON and RICHARD C. KELLY and each of them individually, his/her attorney, with full power to act for him/her and in his/her name, place and stead, to sign his/her name in the capacity or capacities set forth below to one or more registration statements on Form S-4, or post-effective amendments to registration statements on Form S-4 (or any other appropriate form), relating to the issuance of up to $250 million principal amount of 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 and to any and all amendments (including post-effective amendments) to such registration statements, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 11th day of June, 2003. /S/ WAYNE H. BRUNETTI /S/ RICHARD C. KELLY - --------------------------------------- ------------------------------------ Wayne H. Brunetti Richard C. Kelly Chairman of the Board, President, Chief Vice President, Chief Financial Executive Officer and Director Officer and Director (Principal Executive Officer) (Principal Financial Officer) /S/ GARY S. JOHNSON /S/ DAVID E. RIPKA - ---------------------------------------- ------------------------------------ Gary S. Johnson David E. Ripka Vice President, General Counsel and Vice President and Controller Director (Principal Accounting Officer) EX-25.1 12 c77516exv25w1.txt EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY ================================================================================ 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)___ ---------------------------------------------------- U.S. BANK TRUST NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 41-1973763 I.R.S. Employer Identification No. 300 EAST DELAWARE AVENUE, 8TH FLOOR WILMINGTON, DELAWARE 19809 (Address of principal executive offices) (Zip Code) Ignazio Tamburello U.S. Bank Trust National Association 100 Wall Street, Suite 1600 New York, NY 10005 Telephone (212) 361-2535 (Name, address and telephone number of agent for service) PUBLIC SERVICE COMPANY OF COLORADO (Exact name of Registrant as specified in its charter) COLORADO 84-0296600 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1225 17TH STREET DENVER, COLORADO 80202 (Address of Principal Executive Offices) (Zip Code)

4.875% FIRST MORTGAGE BONDS, COLLATERAL SERIES L DUE 2013 (Title of the Indenture Securities) ================================================================================ FORM T-1 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. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None ITEMS 3-15 The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding. There is not and there has not been a default with respect to the securities outstanding under other such Indentures. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320. 2. A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320. 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320. 4. A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-84320. 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320. 7. Report of Condition of the Trustee as of December 31, 2002, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. 8. Not applicable. 9. Not applicable. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 9th day of June, 2003. U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Ignazio Tamburello ---------------------- Ignazio Tamburello Assistant Vice President 3 Exhibit 7 U.S. BANK TRUST NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 12/31/2002 ($000'S)
12/31/2002 ---------- ASSETS Cash and Due From Depository Institutions $ 356,892 Fixed Assets 629 Intangible Assets 142,154 Other Assets 18,881 --------- TOTAL ASSETS $ 518,556 LIABILITIES Other Liabilities $ 13,530 --------- TOTAL LIABILITIES $ 13,530 EQUITY Common and Preferred Stock $ 1,000 Surplus 505,932 Undivided Profits (1,906) --------- TOTAL EQUITY CAPITAL $ 505,026 TOTAL LIABILITIES AND EQUITY CAPITAL $ 518,556
- -------------------------------------------------------------------------------- To the best of the undersigned's determination, as of this date the above financial information is true and correct. U.S. Bank Trust National Association By: /s/ Ignazio Tamburello ------------------------ Assistant Vice President Date: June 9, 2003 4 EX-25.2 13 c77516exv25w2.txt EX-25.2 FORM T-1 STATEMENT OF ELIGIBILITY ================================================================================ 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)___ --------------------------------------------------- U.S. BANK TRUST NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 41-1973763 I.R.S. Employer Identification No. 300 EAST DELAWARE AVENUE, 8TH FLOOR WILMINGTON, DELAWARE 19809 (Address of principal executive offices) (Zip Code) Ignazio Tamburello U.S. Bank Trust National Association 100 Wall Street, Suite 1600 New York, NY 10005 Telephone (212) 361-2535 (Name, address and telephone number of agent for service) PUBLIC SERVICE COMPANY OF COLORADO (Exact name of Registrant as specified in its charter) COLORADO 84-0296600 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1225 17TH STREET DENVER, COLORADO 80202 (Address of Principal Executive Offices) s(Zip Code)

4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (Title of the Indenture Securities) ================================================================================ FORM T-1 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. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None ITEMS 3-15 The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding. There is not and there has not been a default with respect to the securities outstanding under other such Indentures. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320. 2. A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320. 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320. 4. A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-84320. 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320. 7. Report of Condition of the Trustee as of December 31, 2002, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. 8. Not applicable. 9. Not applicable. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 9th day of June, 2003. U.S. BANK TRUST NATIONAL ASSOCIATION By: /s/ Ignazio Tamburello ---------------------- Ignazio Tamburello Assistant Vice President 3 Exhibit 7 U.S. BANK TRUST NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 12/31/2002 ($000'S)
12/31/2002 ---------- ASSETS Cash and Due From Depository Institutions $ 356,892 Fixed Assets 629 Intangible Assets 142,154 Other Assets 18,881 ---------- TOTAL ASSETS $ 518,556 LIABILITIES Other Liabilities $ 13,530 ---------- TOTAL LIABILITIES $ 13,530 EQUITY Common and Preferred Stock $ 1,000 Surplus 505,932 Undivided Profits (1,906) ---------- TOTAL EQUITY CAPITAL $ 505,026 TOTAL LIABILITIES AND EQUITY CAPITAL $ 518,556
- -------------------------------------------------------------------------------- To the best of the undersigned's determination, as of this date the above financial information is true and correct. U.S. Bank Trust National Association By: /s/Ignazio Tamburello --------------------- Assistant Vice President Date: June 9, 2003 4 EX-99.1 14 c77516exv99w1.txt EX-99.1 FORM OF EXCHANGE AGENCY AGREEMENT EXHIBIT 99.1 FORM OF EXCHANGE AGENCY AGREEMENT , 200 U.S. Bank Trust National Association Corporate Trust Services 180 E. 5th Street St. Paul, Minnesota 55101 Attention: Specialized Finance Ladies and Gentlemen: Public Service Company of Colorado, a Colorado corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange any and all of its outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds") for its 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), to be distributed to all record holders of the Original First Collateral Trust Bonds. A copy of the Prospectus is attached hereto as Exhibit A. The Original First Collateral Trust Bonds and the Exchange First Collateral Trust Bonds are collectively referred to herein as the "Securities." Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus. A copy of each of the form of the Letter of Transmittal, the form of the Notice of Guaranteed Delivery, the form of letter to clients and the form of letter to brokers to be used in connection with the Exchange Offer are attached hereto as Exhibit B. The Company hereby appoints U.S. Bank Trust National Association to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to the Exchange Agent. The Exchange Offer is expected to be commenced by the Company on or about , 200 . The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the ATOP system) is to be used by the holders of the Original First Collateral Trust Bonds to accept the Exchange Offer and contains instructions with respect to (i) the delivery of certificates for Original First Collateral Trust Bonds tendered in connection therewith and (ii) the book-entry transfer of Securities to the Exchange Agent's account. The Exchange Offer shall expire at 5:00 p.m., New York City time, on , 200 or on such later date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time by giving oral (to be confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the Business Day following the previously scheduled Expiration Date. The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Original First Collateral Trust Bonds not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange Offer." The Company will give you prompt oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance of Original First Collateral Trust Bonds. In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing. 2. You will establish an account with respect to the Original First Collateral Trust Bonds at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer as soon as practicable, and any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Original First Collateral Trust Bonds by causing the Book-Entry Transfer Facility to transfer such Original First Collateral Trust Bonds into your account in accordance with the Book Entry Transfer Facility's procedure for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Original First Collateral Trust Bonds (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents received by you from or for holders of the Original First Collateral Trust Bonds to ascertain whether: (i) on their face the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Original First Collateral Trust Bonds have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Original First Collateral Trust Bonds are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform such tendering holders of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. 4. With the approval of any person designated in writing by the Company (a "Designated Officer") (such approval, if given orally, to be confirmed in writing) or any other party designated by any such Designated Officer in writing, you are authorized to waive any irregularities in connection with any tender of Original First Collateral Trust Bonds pursuant to the Exchange Offer. 5. Tenders of Original First Collateral Trust Bonds may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer -- Procedures for Tendering," and Original First Collateral Trust Bonds shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Original First Collateral Trust Bonds that any Designated Officer of the Company shall approve as having been properly tendered shall be considered to be properly tendered. Such approval, if given orally, shall be confirmed in writing. 6. You shall advise the Company with respect to any Original First Collateral Trust Bonds received subsequent to the Expiration Date and accept their instructions with respect to disposition of such Original First Collateral Trust Bonds. 7. You shall accept tenders: (a) in cases where the Original First Collateral Trust Bonds are registered in two or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of such person's authority to so act is submitted; and (c) from persons other than the registered holder of Original First Collateral Trust Bonds provided that customary transfer requirements are satisfied. You shall accept partial tenders of Original First Collateral Trust Bonds where so indicated and as permitted in the Letter of Transmittal and deliver certificates or Original First Collateral Trust Bonds to the 2 transfer agent for division and return any untendered Original First Collateral Trust Bonds to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Original First Collateral Trust Bonds properly tendered and you, on behalf of the Company, will exchange such Original First Collateral Trust Bonds for Exchange First Collateral Trust Bonds provided to you by or on behalf of the Company and cause such Original First Collateral Trust Bonds to be canceled. Delivery of Exchange First Collateral Trust Bonds will be made on behalf of the Company by you at the rate of $1,000 principal amount of Exchange First Collateral Trust Bonds for each $1,000 principal amount of the corresponding series of Original First Collateral Trust Bonds tendered promptly after notice (such notice, if given orally, to be confirmed in writing) of acceptance of said Original First Collateral Trust Bonds by the Company; provided, however, that in all cases, Original First Collateral Trust Bonds tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Original First Collateral Trust Bonds (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other required documents. The Company shall issue Exchange First Collateral Trust Bonds only in increments of $1,000. Original First Collateral Trust Bonds may be tendered in whole or in part in increments of $1,000, provided that if any Original First Collateral Trust Bonds are tendered for exchange in part, the untendered principal amount thereof must be in increments of $1,000. 9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Original First Collateral Trust Bonds tendered pursuant to the Exchange Offer may be withdrawn at any time on or prior to the Expiration Date. 10. The Company shall not be required to exchange any Original First Collateral Trust Bonds tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Original First Collateral Trust Bonds tendered shall be given orally (and confirmed in writing) by the Company to you. 11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Original First Collateral Trust Bonds tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange Offer" or otherwise, you shall promptly after the expiration or termination of the Exchange Offer return those certificates of Original First Collateral Trust Bonds not accepted for exchange (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them. 12. All certificates for reissued Original First Collateral Trust Bonds, unaccepted Original First Collateral Trust Bonds or Exchange First Collateral Trust Bonds shall be forwarded: (a) by first-class certified mail, return receipt requested, under a blanket surety bond at the direction and expense of the Company protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificates; (b) by registered mail insured separately by you at the expense of the Company, protecting you and the Company from loss or liability arising out of the non-receipt or non-delivery of such certificates; or (c) by effectuating appropriate book-entry transfer. 13. You are not authorized to pay or offer any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 14. As Exchange Agent hereunder, you: (a) shall have no duties or obligations other than those specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or in the Letter of Transmittal or as specifically set forth herein or as may be subsequently agreed to in writing by you and the Company; 3 (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Original First Collateral Trust Bonds or Exchange First Collateral Trust Bonds represented thereby deposited with you or issued pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer or the Letter of Transmittal or any other disclosure materials delivered in connection therewith; (c) shall not be obligated to take any legal action hereunder; if, however, you determine to take any legal action hereunder, and, where the taking of such action might, in your judgment, subject or expose you to any expense or liability, you shall not be required to act unless you shall have been furnished with an indemnity satisfactory to you; (d) may rely on, and be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to you and believed by you to be genuine and to have been signed by the proper party or parties; (e) may reasonably act upon any tender, statement, request, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or represented by a proper person or persons; (f) may rely on, and shall be authorized and protected in acting or failing to act upon the written, telephonic and oral instructions with respect to any matter relating to you acting as Exchange Agent covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Company; (g) may consult with counsel satisfactory to you, including counsel for the Company, with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel, provided that you shall promptly notify the Company of any action taken or omitted by you in reliance upon such advice or opinion; (h) are not authorized, and shall have no obligation, to pay any brokers, dealers or soliciting fees to any person; and (i) shall not advise any person tendering Original First Collateral Trust Bonds pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Original First Collateral Trust Bonds. 15. You shall take such action as may from time to time be requested by the Company or its counsel or any Designated Officer of the Company (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery or such other forms as may be approved and provided to you from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents at your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Vice President and Chief Financial Officer. 16. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Vice President and Chief Financial Officer of the Company, and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date and if otherwise requested by the Company) up to and including the Expiration Date, as to the aggregate principal amount of Original First Collateral Trust Bonds which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately 4 reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons, upon oral request made from time to time on or prior to the Expiration Date, such other information as it or such person reasonably requests. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request, of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Original First Collateral Trust Bonds tendered, the aggregate principal amount of Original First Collateral Trust Bonds accepted and deliver said list to the Company promptly after the Expiration Date. 17. Letters of Transmittal and Notices of Guaranteed Delivery received by you shall be stamped by you as to the date and the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. 18. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to funds deposited with you for the payment of transfer taxes by reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates pursuant to any loan or credit agreement with you or for compensation owed to you hereunder. 19. For services rendered as Exchange Agent hereunder, you shall be entitled to the compensation set forth on Schedule I attached hereto, plus reasonable out-of-pocket expenses and reasonable attorneys' fees, incurred in connection with your services hereunder, within thirty days following receipt by the Company of an itemized statement of such expenses and fees in reasonable detail. 20. (a) The Company covenants and agrees to indemnify and hold you (which for purposes of this paragraph shall include your directors, officers and employees) harmless in your individual capacity and in your capacity as Exchange Agent hereunder from and against any and all loss, liability, cost, damage, expense and claim, including but not limited to reasonable attorneys' fees and expenses, incurred by you as a result of, arising out of or in connection with the performance by you of your duties under this Agreement or the compliance by you with the instructions set forth herein or delivered hereunder; provided, however, that the Company shall not be liable for indemnification or otherwise, or hold you harmless, for any loss, liability, costs, damage, expense or claim arising out of your bad faith, gross negligence or willful misconduct. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or notice of commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company may assume the defense of any suit brought to enforce any such claim; provided, that the Company shall not be entitled to assume the defense of any such action if the named parties to such action include both the Company and you and representation of both parties by the same legal counsel would, in the written opinion of counsel to you, be inappropriate due to actual or potential conflicting interests between them. In the event that the Company shall assume the defense of any such suit or threatened action in respect of which indemnification may be sought hereunder, the Company shall not be liable for the fees and expenses of any counsel thereafter retained by you. The Company shall not be liable under this paragraph for the fees and expenses of more than one legal counsel for you. (b) You agree that, without the prior written consent of the Company (which consent shall not be unreasonably withheld), you will not settle, compromise or consent to the entry of any pending or threatened claim, action, or proceeding in respect of which indemnification could be sought in accordance with the indemnification provisions of this Agreement (whether or not you or the Company or any of its directors or controlling persons is an actual or potential party to such claim, action or proceeding). 5 21. The Company understands that you are required in certain instances to deduct 30% of the amounts to be paid with respect to interest paid on the Exchange First Collateral Trust Bonds and proceeds from the sale, exchange, redemption or retirement of the Exchange First Collateral Trust Bonds from holders who have not supplied their correct Taxpayer Identification Number or required certification. You will remit any such funds to the Internal Revenue Service in accordance with applicable regulations. 22. You shall notify the Company of the amount of any transfer taxes of which you have actual knowledge are payable in respect of the exchange of Original First Collateral Trust Bonds. 23. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of Colorado applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto, and no other person shall have any rights hereunder. 24. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 25. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or facsimile number set forth below: If to the Company: Public Service Company of Colorado 800 Nicollet Mall, 30th Floor Minneapolis, MN 55401 Facsimile: (612) 215-4504 Attention: Cathy J. Hart If to the Exchange Agent: U.S. Bank Trust National Association Corporate Trust Services 180 E. 5th Street St. Paul, MN 55101 Facsimile: (651) 244-1537 Attention: Specialized Finance

28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Paragraphs 19, 20 and 21 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement. 6 29. This Agreement shall be binding and effective as of the date hereof. Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. PUBLIC SERVICE COMPANY OF COLORADO By: -------------------------------------- Name: ------------------------------------ Title: ------------------------------------ Accepted as of the date first above written: U.S. BANK TRUST NATIONAL ASSOCIATION By: -------------------------------------- Name: ------------------------------------ Title: ------------------------------------ 7 SCHEDULE I FEES SCHEDULE OF FEES FOR PUBLIC SERVICE COMPANY OF COLORADO 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 1. EXCHANGE AGENT FEE: $5,000 Covers review of the Letter of Transmittal, the Exchange Agent Agreement and other related documentation; establishment of accounts and systems link with depositories; operational and administrative charges and time spent in connection with the review, receipt and processing of Letters of Transmittal, Agent's Messages and Notices of Guaranteed Delivery. Note: The fees set forth in this schedule are subject to review of documentation and our internal credit and conflict review. The fees are also subject to change should circumstances warrant. Out-of-pocket expenses and disbursements, including reasonable counsel fees, incurred in the performance of our duties will be added to the billed fees. If a deal should fail to close for reasons beyond our control, we reserve the right to charge our acceptance plus reimbursement for legal fees incurred. Fees for any services not specifically covered in this or other applicable schedules will be based on an appraisal of services rendered. EXHIBIT B-1 FORM OF LETTER OF TRANSMITTAL PUBLIC SERVICE COMPANY OF COLORADO OFFER TO EXCHANGE ITS 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (REGISTERED UNDER THE SECURITIES ACT OF 1933) FOR ANY AND ALL OF ITS OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 PURSUANT TO THE PROSPECTUS DATED , 200 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 200 , UNLESS EXTENDED (THE "EXPIRATION DATE"). The Exchange Agent Is: U.S. BANK TRUST NATIONAL ASSOCIATION By mail, overnight delivery or hand: U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT CORPORATE TRUST SERVICES 180 E. 5TH STREET ST. PAUL, MN 55101 ATTENTION: SPECIALIZED FINANCE PUBLIC SERVICE COMPANY OF COLORADO EXCHANGE OFFER By facsimile: Fax: (651) 244-1537 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer Confirm by telephone: (800) 934-6802 DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT AT AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS DATED , 200 (THE "PROSPECTUS") OF PUBLIC SERVICE COMPANY OF COLORADO (THE "COMPANY"), AND THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL"), WHICH TOGETHER DESCRIBE THE COMPANY'S OFFER (THE "EXCHANGE OFFER") TO EXCHANGE ITS 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (THE "EXCHANGE FIRST COLLATERAL TRUST BONDS"), WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), FOR EACH OF ITS OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 ISSUED ON MARCH 14, 2003 (THE "ORIGINAL FIRST COLLATERAL TRUST BONDS") FROM THE HOLDERS THEREOF. THE TERMS OF THE EXCHANGE FIRST COLLATERAL TRUST BONDS ARE IDENTICAL IN ALL MATERIAL RESPECTS (INCLUDING PRINCIPAL AMOUNT, INTEREST RATE AND MATURITY) TO THE TERMS OF THE ORIGINAL FIRST COLLATERAL TRUST BONDS FOR WHICH THEY MAY BE EXCHANGED PURSUANT TO THE EXCHANGE OFFER, EXCEPT THAT THE EXCHANGE FIRST COLLATERAL TRUST BONDS ARE FREELY TRANSFERABLE BY HOLDERS THEREOF (EXCEPT AS PROVIDED HEREIN OR IN THE PROSPECTUS). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING GIVEN THEM IN THE PROSPECTUS. CONTACT YOUR BANK OR BROKER TO ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT. The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THE SPACES BELOW List below the Original First Collateral Trust Bonds to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto. DESCRIPTION OF ORIGINAL FIRST COLLATERAL TRUST BONDS TENDERED - ------------------------------------------------------------------------------------------------------------------------------- AMOUNT OF ORIGINAL AGGREGATE AMOUNT FIRST COLLATERAL OF ORIGINAL TRUST BONDS TENDERED NAME(S) AND ADDRESSES OF HOLDER(S) CERTIFICATE FIRST COLLATERAL (IF LESS THAN ALL (PLEASE FILL IN, IF BLANK) NUMBER(S)* TRUST BONDS TENDERED)** - ------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT TENDERED - -------------------------------------------------------------------------------------------------------------------------------

* Need not be completed by book-entry holders. ** Original First Collateral Trust Bonds may be tendered only in increments of $1,000, provided that if any Original First Collateral Trust Bonds are tendered for exchange in part, the untendered amount thereof must be in increments of $1,000. All Original First Collateral Trust Bonds held shall be deemed tendered unless a lesser number is specified in this column. - -------------------------------------------------------------------------------- Holders of Original First Collateral Trust Bonds whose Original First Collateral Trust Bonds are not immediately available or who cannot deliver their Original First Collateral Trust Bonds all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Original First Collateral Trust Bonds according to the guaranteed delivery procedures set forth in the Prospectus. Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Original First Collateral Trust Bonds are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Original First Collateral Trust Bonds are held of record by The Depository Trust Company ("DTC"). B-1-2 [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED ORIGINAL FIRST COLLATERAL TRUST BONDS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered holders(s) --------------------------------------------------------------------------- Name of Institution which Guaranteed Delivery ------------------------------------------------------------------------ Date of Execution of Notice of Guaranteed Delivery ------------------------------------------------------------------- If Delivered by Book-Entry Transfer: Name of Tendering Institution --------------------------------------------------------------------------- DTC Account Number --------------------------------------------------------------------------- Transaction Code Number --------------------------------------------------------------------------- [ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- [ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL FIRST COLLATERAL TRUST BONDS FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange First Collateral Trust Bonds. If the undersigned is a broker-dealer holding Original First Collateral Trust Bonds acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange First Collateral Trust Bonds received in respect of such Original First Collateral Trust Bonds pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Original First Collateral Trust Bonds acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange First Collateral Trust Bonds to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Original First Collateral Trust Bonds from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY B-1-3 Ladies and Gentlemen: The undersigned hereby tenders to Public Service Company of Colorado, a Colorado corporation (the "Company"), the above described aggregate principal amount of the Company's 4.875% First Collateral Trust Bonds Series No. 12, due 2013 (the "Original First Collateral Trust Bonds") in exchange for like 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Exchange First Collateral Trust Bonds") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), upon the terms and subject to the conditions set forth in the Prospectus dated , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). Subject to and effective upon the acceptance for exchange of all or any portion of the Original First Collateral Trust Bonds tendered in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Original First Collateral Trust Bonds as are being tendered in accordance herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) to cause the Original First Collateral Trust Bonds to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, sell, assign and transfer the Original First Collateral Trust Bonds and to acquire Exchange First Collateral Trust Bonds issuable upon the exchange of such tendered Original First Collateral Trust Bonds, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original First Collateral Trust Bonds or transfer ownership of such Original First Collateral Trust Bonds on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Original First Collateral Trust Bonds by the Company and the issuance of the Exchange First Collateral Trust Bonds, Series No. 12 in exchange therefor shall constitute full performance by the Company of its obligations under the Registration Rights Agreement dated March 14, 2003, by and among the Company and the initial purchasers of the Original First Collateral Trust Bonds (the "Registration Rights Agreement") and that the Company will have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer. If any tendered Original First Collateral Trust Bonds are not exchanged pursuant to the Exchange Offer for any reason, the Original First Collateral Trust Bonds not exchanged will be returned or, in the case of Original First Collateral Trust Bonds tendered by book-entry transfer, such Original First Collateral Trust Bonds will be credited to an account maintained at DTC, without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Original First Collateral Trust Bonds pursuant to any one of the procedures described in "The Exchange Offer -- Procedures for Tendering" in the Prospectus and in the instructions herein will, upon the Company's acceptance for exchange of such tendered Original First Collateral Trust Bonds, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Original First Collateral Trust Bonds tendered by the undersigned. B-1-4 By tendering Original First Collateral Trust Bonds and executing this Letter of Transmittal, the undersigned hereby represents and agrees that: (i) the undersigned is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the undersigned are being acquired in the ordinary course of its business and the undersigned received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the undersigned is not a broker-dealer, the undersigned or the person receiving the Exchange First Collateral Trust Bonds is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the undersigned is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If any holder of Original First Collateral Trust Bonds is an affiliate of the Company or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange First Collateral Trust Bonds to be acquired pursuant to the Exchange Offer, such holder (i) may not rely on certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties relating to exchange offers and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. By tendering Original First Collateral Trust Bonds pursuant to the Exchange Offer, a holder of Original First Collateral Trust Bonds who is a broker-dealer represents and agrees that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus may be used by a broker-dealer who acquired Original First Collateral Trust Bonds for its own account as a result of market- making or other trading activities (a "Participating Broker-Dealer") in connection with resales of Exchange First Collateral Trust Bonds received in exchange for such Original First Collateral Trust Bonds, for a period ending 210 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange First Collateral Trust Bonds have been disposed of by such Participating Broker-Dealer. However, a Participating Broker-Dealer who intends to use the Prospectus in connection with the resale of Exchange First Collateral Trust Bonds received in exchange for Original First Collateral Trust Bonds pursuant to the Exchange Offer must notify the Company, or cause the Company to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent at the address set forth on the cover page of this Letter of Transmittal. In that regard, each Participating Broker-Dealer, by tendering such Original First Collateral Trust Bonds, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of Exchange First Collateral Trust Bonds pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Exchange First Collateral Trust Bonds may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange First Collateral Trust Bonds, it shall extend the 210-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange First Collateral Trust Bonds by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker- B-1-5 Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange First Collateral Trust Bonds or to and including the date on which the Company has given notice that the sale of Exchange First Collateral Trust Bonds may be resumed, as the case may be. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. THE UNDERSIGNED, BY COMPLETING THE SECTION TITLED "DESCRIPTION OF ORIGINAL FIRST COLLATERAL TRUST BONDS TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO BE TENDERING THE ORIGINAL FIRST COLLATERAL TRUST BONDS IN THE AMOUNT SET FORTH IN SUCH SECTION. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange First Collateral Trust Bonds be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Original First Collateral Trust Bonds, the undersigned hereby directs that such Exchange First Collateral Trust Bonds be credited to the DTC account of the DTC participant in whose name the Original First Collateral Trust Bonds are registered. Unless otherwise indicated under "Special Delivery Instructions," please deliver certificates evidencing Exchange First Collateral Trust Bonds to the undersigned at the address shown below the undersigned's signature. B-1-6 TENDERING HOLDER(S) SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) Must be signed by the registered holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Original First Collateral Trust Bonds being tendered or on a security position listing or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company or the Exchange Agent to comply with the restrictions on transfer applicable to the Original First Collateral Trust Bonds). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 3. - -------------------------------------------------------------------------------- (SIGNATURE(S) OF HOLDER(S)) Date - ------------------------, 200 Name(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (full title) - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- Tax Identification or Social Security Number(s) - ------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTION 3) Authorized Signature - -------------------------------------------------------------------------------- Dated - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Capacity or Title - -------------------------------------------------------------------------------- Name of Firm - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- B-1-7 - ---------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if the Exchange First Collateral Trust Bonds and/or any non-tendered or non-exchanged Original First Collateral Trust Bonds are to be issued in the name of someone other than the holder of the Original First Collateral Trust Bonds whose name(s) appear(s) above. Issue: [ ] Exchange First Collateral Trust Bonds to: [ ] Non-tendered or non-exchanged Original First Collateral Trust Bonds to: Name ------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) -------------------------------------------------------- (TELEPHONE NUMBER, WITH AREA CODE) - ----------------------------------------------------------------

- ---------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if the Exchange First Collateral Trust Bonds and/or non-tendered or non-exchanged Original First Collateral Trust Bonds are to be sent to someone other than the registered holder of the Original First Collateral Trust Bonds whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Issue: [ ] Exchange First Collateral Trust Bonds to: [ ] Non-tendered or non-exchanged Original First Collateral Trust Bonds to: Name ------------------------------------------------- (PLEASE PRINT) Address ----------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) -------------------------------------------------------- (TELEPHONE NUMBER, WITH AREA CODE) - ----------------------------------------------------------------

SEE INSTRUCTIONS B-1-8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of this Letter of Transmittal and First Collateral Trust Bonds; Guaranteed Delivery Procedures. A holder of Original First Collateral Trust Bonds may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Original First Collateral Trust Bonds being tendered, and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below. Holders of Original First Collateral Trust Bonds may tender Original First Collateral Trust Bonds by book-entry transfer by crediting the Original First Collateral Trust Bonds to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book- entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Original First Collateral Trust Bonds acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Original First Collateral Trust Bonds all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL FIRST COLLATERAL TRUST BONDS AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. RATHER THAN MAIL THESE ITEMS, THE COMPANY RECOMMENDS THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF DELIVERY IS BY MAIL, IT IS SUGGESTED THAT CERTIFIED OR REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO ORIGINAL FIRST COLLATERAL TRUST BONDS OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR THEM. Holders whose Original First Collateral Trust Bonds are not immediately available or who cannot deliver their Original First Collateral Trust Bonds and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Original First Collateral Trust Bonds pursuant to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder, the principal amount of Original First Collateral Trust Bonds tendered, stating that the tender is being made thereby, and guaranteeing that, within three (3) New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal, or facsimile of this Letter of Transmittal, duly executed, together with a book- entry confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (iii) the properly completed and executed Letter of Transmittal, or facsimile thereof, as well as a book-entry confirmation, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three (3) New York Stock Exchange trading days after the Expiration Date. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Original First Collateral Trust Bonds for exchange. B-1-9 2. Partial Tenders and Withdrawal Rights. If less than the entire principal amount of Original First Collateral Trust Bonds, as the case may be, evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Original First Collateral Trust Bonds tendered in the box entitled "Description of Original First Collateral Trust Bonds Tendered." Original First Collateral Trust Bonds may be tendered only in increments of $1,000, provided that if any Original First Collateral Trust Bonds are tendered for exchange in part, the untendered amount thereof must be in increments of $1,000. A newly issued certificate for the Original First Collateral Trust Bonds submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Original First Collateral Trust Bonds delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated. If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Original First Collateral Trust Bonds, a written notice, which may be by telegram, telex, facsimile transmission or letter of withdrawal, must be received by the Exchange Agent at the address for the Exchange Agent set forth above. Any notice of withdrawal must (i) specify the name of the person who tendered the Original First Collateral Trust Bonds to be withdrawn; (ii) identify the Original First Collateral Trust Bonds to be withdrawn including the certificate number or numbers and principal amount of such Original First Collateral Trust Bonds; and (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee with respect to the Original First Collateral Trust Bonds register the transfer of the Original First Collateral Trust Bonds into the name of the person withdrawing the tender. If Original First Collateral Trust Bonds have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original First Collateral Trust Bonds and otherwise comply with DTC procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties. Any Original First Collateral Trust Bonds so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Original First Collateral Trust Bonds which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original First Collateral Trust Bonds tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described above, such Original First Collateral Trust Bonds will be credited to an account with DTC for Original First Collateral Trust Bonds as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer). Properly withdrawn Original First Collateral Trust Bonds may be retendered by following one of the procedures described under the caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date. 3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Original First Collateral Trust Bonds tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Original First Collateral Trust Bonds tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of Original First Collateral Trust Bonds registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Original First Collateral Trust Bonds. When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original First Collateral Trust Bonds) of Original First Collateral Trust Bonds listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. Signatures on this Letter of Transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), B-1-10 unless the Original First Collateral Trust Bonds tendered pursuant thereto are tendered: (i) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Original First Collateral Trust Bonds listed, such Original First Collateral Trust Bonds must be endorsed by the registered holder with the signature guaranteed by an eligible institution or accompanied by proper documentation of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion, and signed by the registered holder with the signature guaranteed by an Eligible Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. 4. Special Issuance and Delivery Instructions. Tendering holders should indicate, as applicable, the name and address to which the Exchange First Collateral Trust Bonds or certificates for Original First Collateral Trust Bonds not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Original First Collateral Trust Bonds by book-entry transfer may request that Original First Collateral Trust Bonds not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. 5. Transfer Taxes. Holders who tender their Original First Collateral Trust Bonds for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register Exchange First Collateral Trust Bonds in the name of, or request that Original First Collateral Trust Bonds not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. If satisfactory evidence of payment of such transfer taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. 6. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. 7. Mutilated, Lost, Destroyed or Stolen Certificates. Any holder whose Original First Collateral Trust Bonds have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions. 8. Backup Withholding; Substitute Form W-9. U.S. federal income tax law generally requires a holder whose tendered First Collateral Trust Bonds are accepted for exchange to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, the Internal Revenue Service (the "IRS") may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Exchange First Collateral Trust Bonds may be subject to backup withholding. Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. Please consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which holders are exempt from backup withholding. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification B-1-11 Number is completed, the Exchange Agent will withhold up to 30% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, up to 30% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided. The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Original First Collateral Trust Bonds or of the last transferee appearing on the transfers attached to, or endorsed on, the Original First Collateral Trust Bonds. If the Original First Collateral Trust Bonds are registered in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 9. Questions, Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, company or other nominee. 10. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original First Collateral Trust Bonds, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original First Collateral Trust Bonds for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original First Collateral Trust Bonds nor shall any of them incur any liability for failure to give any such notice. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF ORIGINAL FIRST COLLATERAL TRUST BONDS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. B-1-12 TO BE COMPLETED BY ALL TENDERING BONDHOLDERS (SEE INSTRUCTION 8) PAYOR'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------ SUBSTITUTE ------------------------------------- FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN AT THE BOX Social Security Number or Employer DEPARTMENT OF THE TREASURY AT RIGHT AND CERTIFY BY SIGNING AND DATING Identification Number INTERNAL REVENUE OF SERVICES BELOW Part 2 ------------------------------------- Awaiting TIN [ ] ------------------------------------------------------------------------------------ Certification -- Under the penalties of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), PAYOR'S REQUEST FOR TAXPAYER (2) I am not subject to backup withholding either because (i) I am exempt from IDENTIFICATION NUMBER (TIN) AND backup withholding, (ii) I have not been notified by the Internal Revenue CERTIFICATION Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) any other information provided on this form is true and correct. - ------------------------------------------------------------------------------------------------------------------------ You must cross out item (iii) in Part (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. SIGNATURE - ------------------------------------------------------------------------------------------------------------------------ DATE - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF AS MUCH AS 30% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, as much as 30% of all payments made to me on account of the Exchange First Collateral Trust Bonds shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and as much as 30% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. Signature - -------------------------------------------------------------------- Date - ---------------------------------- B-1-13 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYOR. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payor. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
- ------------------------------------------------------------ GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 1. Individual The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor- trust account (grantor is also trustee(1) trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under state law 5. Sole proprietorship The owner(3) - ------------------------------------------------------------ - ------------------------------------------------------------ GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 6. Sole proprietorship The owner(3) 7. A valid trust, estate, or pension The legal entity(4) trust 8. Corporate The corporation 9. Association, club, religious, The organization charitable, educational, or other tax-exempt organization account 10. Partnership The partnership 11. A broker or registered nominee The broker or nominee 12. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. 2. Circle the minor's name and furnish the minor's social security number. 3. You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). 4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5. Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1-800-TAX-FORM, and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE: - An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). - The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing. - An international organization or any agency or instrumentality thereof. - A foreign government and any political subdivision, agency or instrumentality thereof. OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - A corporation. - A financial institution. - A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. - A real estate investment trust. - A common trust fund operated by a bank under Section 584(a). - An entity registered at all times during the tax year under the Investment Company Act of 1940. - A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. - A futures commission merchant registered with the Commodity Futures Trading Commission. - A foreign central bank of issue. PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - Payments to nonresident aliens subject to withholding under Section 1441. - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. - Section 404(k) payments made by an ESOP. PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the Payor. - Payments of tax-exempt interest (including exempt-interest dividends under Section 852). - Payments described in Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451. - Payments made by certain foreign organizations. - Mortgage interest paid to you. Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N. EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. PRIVACY ACT NOTICE. Section 6109 requires you to provide your correct taxpayer identification number to payors, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold as much as 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a Payor. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a Payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EXHIBIT B-2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds") are not immediately available, (ii) Original First Collateral Trust Bonds, the Letter of Transmittal and all other required documents cannot be delivered to U.S. Bank Trust National Association, as Exchange Agent (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on or prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange Offer -- Procedures for Tendering" in the Prospectus. THE EXCHANGE AGENT IS: [LOGO] U.S. BANK TRUST NATIONAL ASSOCIATION By mail, overnight delivery or hand: U.S. Bank Trust National Association, as Exchange Agent Corporate Trust Services 180 E. 5th Street St. Paul, MN 55101 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer By facsimile: Fax: (651) 244-1537 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer Confirm by telephone: (800) 934-6802 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to Public Service Company of Colorado, a Colorado corporation (the "Company"), upon the terms and subject to the conditions set forth in the Prospectus dated , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate amount of Original First Collateral Trust Bonds set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering." Aggregate Principal Amount Tendered - ------------------------------------------------------------------------ Name(s) of Registered holder(s): - ----------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- Area Code and Telephone Number(s): - ----------------------------------------------------------------------- Certificate No(s).: - -------------------------------------------------------------------------------- (if available) If Original First Collateral Trust Bonds will be tendered by book-entry transfer, provide the following information: Signature(s): - -------------------------------------------------------------------------------- DTC Account Number: - -------------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED B-2-2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Original First Collateral Trust Bonds tendered hereby in proper form for transfer together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof), or confirmation of the book-entry transfer of such Original First Collateral Trust Bonds to the Exchange Agent's account at The Depository Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, together with, in either case, any other required documents within three business days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Original First Collateral Trust Bonds tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm: - -------------------------------------------------------------------------------- Authorized Signature: - -------------------------------------------------------------------------------- Title: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- (Zip Code) Area Code and Telephone Number: - --------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- DO NOT SEND CERTIFICATES FOR ORIGINAL FIRST COLLATERAL TRUST BONDS WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR ORIGINAL FIRST COLLATERAL TRUST BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. B-2-3 EXHIBIT B-3 FORM OF OFFER TO EXCHANGE 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO To Our Clients: We are enclosing herewith a Prospectus (the "Prospectus"), dated , 200 of Public Service Company of Colorado, a Colorado corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for an amount of its issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds"), upon the terms and subject to the conditions set forth in the Exchange Offer. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 200 , unless extended. The Exchange Offer is not conditioned upon any minimum number of Original First Collateral Trust Bonds being tendered. We are the holder of record of your Original First Collateral Trust Bonds and/or a participant of The Depository Trust Company ("DTC"), the book-entry depository and transfer facility for the Original First Collateral Trust Bonds. A tender of such Original First Collateral Trust Bonds can be made only by us as the record holder and DTC participant and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original First Collateral Trust Bonds held by us for your account. We request instructions as to whether you wish to tender any or all of the Original First Collateral Trust Bonds held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). Very truly yours, -------------------------------------- B-3-2 INSTRUCTION TO REGISTERED HOLDER AND BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF PUBLIC SERVICE COMPANY OF COLORADO 4.875% First Collateral Trust Bonds, Series No. 11 Due 2013 To Registered Holder and/or Participant of The Depository Trust Company: The undersigned hereby acknowledges receipt of the Prospectus dated , 200 (the "Prospectus") of Public Service Company of Colorado, a Colorado corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original First Collateral Trust Bonds held by you for the account of the undersigned. The aggregate amount of the Original First Collateral Trust Bonds held by you for the account of the undersigned is (fill in amount): $ of the 4.875% First Collateral Trust Bonds, Series No. 11 due 2013. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): [ ] To TENDER the following Original First Collateral Trust Bonds held by you for the account of the undersigned (insert amount of Original First Collateral Trust Bonds to be tendered, (if any): $ of the 4.875% First Collateral Trust Bonds, Series No. 11 due 2013. [ ] NOT to TENDER any Original First Collateral Trust Bonds held by you for the account of the undersigned. If the undersigned instructs you to tender the Original First Collateral Trust Bonds held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representation and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust B-3-3 Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). SIGN HERE Name of beneficial owner(s): - -------------------------------------------------------------------------------- Signature(s): - -------------------------------------------------------------------------------- Name(s) (please print): - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Telephone Number: - -------------------------------------------------------------------------------- Taxpayer identification or Social Security Number: - ----------------------------------------------------------- Date: - -------------------------------------------------------------------------------- B-3-4 EXHIBIT B-4 FORM OF OFFER TO EXCHANGE 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO To Registered Holders and Depository Trust Company Participants: We are enclosing herewith the material listed below relating to the offer by Public Service Company of Colorado (the "Company"), a Colorado corporation, to exchange 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like amount of the issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 of the Company (the "Original First Collateral Trust Bonds") issued in a private placement, upon the terms and subject to the conditions set forth in the Company's Prospectus, dated , 200 , and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated , 200 (the "Prospectus"); 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Registered Holder and/or Book-Entry Transfer participant from the beneficial owner (the "Owner"); and 5. Letter which may be sent to your clients for whose account you hold Original First Collateral Trust Bonds in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. We urge you to contact your clients promptly. Please note that the Exchange Offer will expire 5:00 p.m., New York City time, on , 200 , unless extended. The Exchange Offer is not conditioned upon any minimum number of Original First Collateral Trust Bonds being tendered. Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Original First Collateral Trust Bonds for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original First Collateral Trust Bonds pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original First Collateral Trust Bonds to it, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, U.S. BANK TRUST NATIONAL ASSOCIATION >NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PUBLIC SERVICE COMPANY OF COLORADO OR U.S. BANK TRUST NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. B-4-2 EX-99.2 15 c77516exv99w2.txt EX-99.2 FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.2 FORM OF LETTER OF TRANSMITTAL PUBLIC SERVICE COMPANY OF COLORADO OFFER TO EXCHANGE ITS 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (REGISTERED UNDER THE SECURITIES ACT OF 1933) FOR ANY AND ALL OF ITS OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 PURSUANT TO THE PROSPECTUS DATED , 200 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 200 , UNLESS EXTENDED (THE "EXPIRATION DATE"). The Exchange Agent Is: U.S. BANK TRUST NATIONAL ASSOCIATION By mail, overnight delivery or hand: U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT CORPORATE TRUST SERVICES 180 E. 5TH STREET ST. PAUL, MN 55101 ATTENTION: SPECIALIZED FINANCE PUBLIC SERVICE COMPANY OF COLORADO EXCHANGE OFFER By facsimile: Fax: (651) 244-1537 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer Confirm by telephone: (800) 934-6802 DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT AT AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS DATED , 200 (THE "PROSPECTUS") OF PUBLIC SERVICE COMPANY OF COLORADO (THE "COMPANY"), AND THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL"), WHICH TOGETHER DESCRIBE THE COMPANY'S OFFER (THE "EXCHANGE OFFER") TO EXCHANGE ITS 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (THE "EXCHANGE FIRST COLLATERAL TRUST BONDS"), WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), FOR EACH OF ITS OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 ISSUED ON MARCH 14, 2003 (THE "ORIGINAL FIRST COLLATERAL TRUST BONDS") FROM THE HOLDERS THEREOF. THE TERMS OF THE EXCHANGE FIRST COLLATERAL TRUST BONDS ARE IDENTICAL IN ALL MATERIAL RESPECTS (INCLUDING PRINCIPAL AMOUNT, INTEREST RATE AND MATURITY) TO THE TERMS OF THE ORIGINAL FIRST COLLATERAL TRUST BONDS FOR WHICH THEY MAY BE EXCHANGED PURSUANT TO THE EXCHANGE OFFER, EXCEPT THAT THE EXCHANGE FIRST COLLATERAL TRUST BONDS ARE FREELY TRANSFERABLE BY HOLDERS THEREOF (EXCEPT AS PROVIDED HEREIN OR IN THE PROSPECTUS). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING GIVEN THEM IN THE PROSPECTUS. CONTACT YOUR BANK OR BROKER TO ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT. The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THE SPACES BELOW List below the Original First Collateral Trust Bonds to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto. DESCRIPTION OF ORIGINAL FIRST COLLATERAL TRUST BONDS TENDERED - ------------------------------------------------------------------------------------------------------------------------------- AMOUNT OF ORIGINAL AGGREGATE AMOUNT FIRST COLLATERAL OF ORIGINAL TRUST BONDS TENDERED NAME(S) AND ADDRESSES OF HOLDER(S) CERTIFICATE FIRST COLLATERAL (IF LESS THAN ALL (PLEASE FILL IN, IF BLANK) NUMBER(S)* TRUST BONDS TENDERED)** - ------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL AMOUNT TENDERED - -------------------------------------------------------------------------------------------------------------------------------

* Need not be completed by book-entry holders. ** Original First Collateral Trust Bonds may be tendered only in increments of $1,000, provided that if any Original First Collateral Trust Bonds are tendered for exchange in part, the untendered amount thereof must be in increments of $1,000. All Original First Collateral Trust Bonds held shall be deemed tendered unless a lesser number is specified in this column. - -------------------------------------------------------------------------------- Holders of Original First Collateral Trust Bonds whose Original First Collateral Trust Bonds are not immediately available or who cannot deliver their Original First Collateral Trust Bonds all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Original First Collateral Trust Bonds according to the guaranteed delivery procedures set forth in the Prospectus. Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Original First Collateral Trust Bonds are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Original First Collateral Trust Bonds are held of record by The Depository Trust Company ("DTC"). 2 [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED ORIGINAL FIRST COLLATERAL TRUST BONDS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered holders(s) --------------------------------------------------------------------------- Name of Institution which Guaranteed Delivery ------------------------------------------------------------------------ Date of Execution of Notice of Guaranteed Delivery ------------------------------------------------------------------- If Delivered by Book-Entry Transfer: Name of Tendering Institution --------------------------------------------------------------------------- DTC Account Number --------------------------------------------------------------------------- Transaction Code Number --------------------------------------------------------------------------- [ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- [ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL FIRST COLLATERAL TRUST BONDS FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name --------------------------------------------------------------------------- Address --------------------------------------------------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange First Collateral Trust Bonds. If the undersigned is a broker-dealer holding Original First Collateral Trust Bonds acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange First Collateral Trust Bonds received in respect of such Original First Collateral Trust Bonds pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Original First Collateral Trust Bonds acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange First Collateral Trust Bonds to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Original First Collateral Trust Bonds from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 3 Ladies and Gentlemen: The undersigned hereby tenders to Public Service Company of Colorado, a Colorado corporation (the "Company"), the above described aggregate principal amount of the Company's 4.875% First Collateral Trust Bonds Series No. 11, due 2013 (the "Original First Collateral Trust Bonds") in exchange for like 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), upon the terms and subject to the conditions set forth in the Prospectus dated , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). Subject to and effective upon the acceptance for exchange of all or any portion of the Original First Collateral Trust Bonds tendered in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Original First Collateral Trust Bonds as are being tendered in accordance herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) to cause the Original First Collateral Trust Bonds to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that it has full power and authority to tender, exchange, sell, assign and transfer the Original First Collateral Trust Bonds and to acquire Exchange First Collateral Trust Bonds issuable upon the exchange of such tendered Original First Collateral Trust Bonds, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original First Collateral Trust Bonds or transfer ownership of such Original First Collateral Trust Bonds on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Original First Collateral Trust Bonds by the Company and the issuance of the Exchange First Collateral Trust Bonds, Series No. 12 in exchange therefor shall constitute full performance by the Company of its obligations under the Registration Rights Agreement dated March 14, 2003, by and among the Company and the initial purchasers of the Original First Collateral Trust Bonds (the "Registration Rights Agreement") and that the Company will have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer. If any tendered Original First Collateral Trust Bonds are not exchanged pursuant to the Exchange Offer for any reason, the Original First Collateral Trust Bonds not exchanged will be returned or, in the case of Original First Collateral Trust Bonds tendered by book-entry transfer, such Original First Collateral Trust Bonds will be credited to an account maintained at DTC, without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Original First Collateral Trust Bonds pursuant to any one of the procedures described in "The Exchange Offer -- Procedures for Tendering" in the Prospectus and in the instructions herein will, upon the Company's acceptance for exchange of such tendered Original First Collateral Trust Bonds, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Original First Collateral Trust Bonds tendered by the undersigned. 4 By tendering Original First Collateral Trust Bonds and executing this Letter of Transmittal, the undersigned hereby represents and agrees that: (i) the undersigned is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the undersigned are being acquired in the ordinary course of its business and the undersigned received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the undersigned is not a broker-dealer, the undersigned or the person receiving the Exchange First Collateral Trust Bonds is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the undersigned is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If any holder of Original First Collateral Trust Bonds is an affiliate of the Company or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange First Collateral Trust Bonds to be acquired pursuant to the Exchange Offer, such holder (i) may not rely on certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties relating to exchange offers and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. By tendering Original First Collateral Trust Bonds pursuant to the Exchange Offer, a holder of Original First Collateral Trust Bonds who is a broker-dealer represents and agrees that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus may be used by a broker-dealer who acquired Original First Collateral Trust Bonds for its own account as a result of market- making or other trading activities (a "Participating Broker-Dealer") in connection with resales of Exchange First Collateral Trust Bonds received in exchange for such Original First Collateral Trust Bonds, for a period ending 210 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange First Collateral Trust Bonds have been disposed of by such Participating Broker-Dealer. However, a Participating Broker-Dealer who intends to use the Prospectus in connection with the resale of Exchange First Collateral Trust Bonds received in exchange for Original First Collateral Trust Bonds pursuant to the Exchange Offer must notify the Company, or cause the Company to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent at the address set forth on the cover page of this Letter of Transmittal. In that regard, each Participating Broker-Dealer, by tendering such Original First Collateral Trust Bonds, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of Exchange First Collateral Trust Bonds pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Company has given notice that the sale of the Exchange First Collateral Trust Bonds may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange First Collateral Trust Bonds, it shall extend the 210-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange First Collateral Trust Bonds by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker- 5 Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange First Collateral Trust Bonds or to and including the date on which the Company has given notice that the sale of Exchange First Collateral Trust Bonds may be resumed, as the case may be. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. THE UNDERSIGNED, BY COMPLETING THE SECTION TITLED "DESCRIPTION OF ORIGINAL FIRST COLLATERAL TRUST BONDS TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO BE TENDERING THE ORIGINAL FIRST COLLATERAL TRUST BONDS IN THE AMOUNT SET FORTH IN SUCH SECTION. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the Exchange First Collateral Trust Bonds be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Original First Collateral Trust Bonds, the undersigned hereby directs that such Exchange First Collateral Trust Bonds be credited to the DTC account of the DTC participant in whose name the Original First Collateral Trust Bonds are registered. Unless otherwise indicated under "Special Delivery Instructions," please deliver certificates evidencing Exchange First Collateral Trust Bonds to the undersigned at the address shown below the undersigned's signature. 6 TENDERING HOLDER(S) SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) Must be signed by the registered holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Original First Collateral Trust Bonds being tendered or on a security position listing or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company or the Exchange Agent to comply with the restrictions on transfer applicable to the Original First Collateral Trust Bonds). If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer's full title. See Instruction 3. - -------------------------------------------------------------------------------- (SIGNATURE(S) OF HOLDER(S)) Date - ------------------------, 200 Name(s) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (full title) - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- Tax Identification or Social Security Number(s) - ------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTION 3) Authorized Signature - -------------------------------------------------------------------------------- Dated - -------------------------------------------------------------------------------- Name - -------------------------------------------------------------------------------- Capacity or Title - -------------------------------------------------------------------------------- Name of Firm - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number - -------------------------------------------------------------------------------- 7 - ---------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if the Exchange First Collateral Trust Bonds and/or any non-tendered or non-exchanged Original First Collateral Trust Bonds are to be issued in the name of someone other than the holder of the Original First Collateral Trust Bonds whose name(s) appear(s) above. Issue: [ ] Exchange First Collateral Trust Bonds to: [ ] Non-tendered or non-exchanged Original First Collateral Trust Bonds to: Name ------------------------------------------------- (PLEASE PRINT) Address ----------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) -------------------------------------------------------- (TELEPHONE NUMBER, WITH AREA CODE) - ----------------------------------------------------------------

- ---------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if the Exchange First Collateral Trust Bonds and/or non-tendered or non-exchanged Original First Collateral Trust Bonds are to be sent to someone other than the registered holder of the Original First Collateral Trust Bonds whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Issue: [ ] Exchange First Collateral Trust Bonds to: [ ] Non-tendered or non-exchanged Original First Collateral Trust Bonds to: Name ------------------------------------------------- (PLEASE PRINT) Address ----------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) -------------------------------------------------------- (TELEPHONE NUMBER, WITH AREA CODE) - ----------------------------------------------------------------

SEE INSTRUCTIONS 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of this Letter of Transmittal and First Collateral Trust Bonds; Guaranteed Delivery Procedures. A holder of Original First Collateral Trust Bonds may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Original First Collateral Trust Bonds being tendered, and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below. Holders of Original First Collateral Trust Bonds may tender Original First Collateral Trust Bonds by book-entry transfer by crediting the Original First Collateral Trust Bonds to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Original First Collateral Trust Bonds acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Original First Collateral Trust Bonds all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL FIRST COLLATERAL TRUST BONDS AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. RATHER THAN MAIL THESE ITEMS, THE COMPANY RECOMMENDS THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF DELIVERY IS BY MAIL, IT IS SUGGESTED THAT CERTIFIED OR REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO ORIGINAL FIRST COLLATERAL TRUST BONDS OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR THEM. Holders whose Original First Collateral Trust Bonds are not immediately available or who cannot deliver their Original First Collateral Trust Bonds and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Original First Collateral Trust Bonds pursuant to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder, the principal amount of Original First Collateral Trust Bonds tendered, stating that the tender is being made thereby, and guaranteeing that, within three (3) New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal, or facsimile of this Letter of Transmittal, duly executed, together with a book-entry confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (iii) the properly completed and executed Letter of Transmittal, or facsimile thereof, as well as a book-entry confirmation, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three (3) New York Stock Exchange trading days after the Expiration Date. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Original First Collateral Trust Bonds for exchange. 9 2. Partial Tenders and Withdrawal Rights. If less than the entire principal amount of Original First Collateral Trust Bonds, as the case may be, evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Original First Collateral Trust Bonds tendered in the box entitled "Description of Original First Collateral Trust Bonds Tendered." Original First Collateral Trust Bonds may be tendered only in increments of $1,000, provided that if any Original First Collateral Trust Bonds are tendered for exchange in part, the untendered amount thereof must be in increments of $1,000. A newly issued certificate for the Original First Collateral Trust Bonds submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Original First Collateral Trust Bonds delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated. If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Original First Collateral Trust Bonds, a written notice, which may be by telegram, telex, facsimile transmission or letter of withdrawal, must be received by the Exchange Agent at the address for the Exchange Agent set forth above. Any notice of withdrawal must (i) specify the name of the person who tendered the Original First Collateral Trust Bonds to be withdrawn; (ii) identify the Original First Collateral Trust Bonds to be withdrawn including the certificate number or numbers and principal amount of such Original First Collateral Trust Bonds; and (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee with respect to the Original First Collateral Trust Bonds register the transfer of the Original First Collateral Trust Bonds into the name of the person withdrawing the tender. If Original First Collateral Trust Bonds have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original First Collateral Trust Bonds and otherwise comply with DTC procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties. Any Original First Collateral Trust Bonds so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Original First Collateral Trust Bonds which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original First Collateral Trust Bonds tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures described above, such Original First Collateral Trust Bonds will be credited to an account with DTC for Original First Collateral Trust Bonds as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer). Properly withdrawn Original First Collateral Trust Bonds may be retendered by following one of the procedures described under the caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date. 3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Original First Collateral Trust Bonds tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Original First Collateral Trust Bonds tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of Original First Collateral Trust Bonds registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Original First Collateral Trust Bonds. When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original First Collateral Trust Bonds) of Original First Collateral Trust Bonds listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. Signatures on this Letter of Transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), 10 unless the Original First Collateral Trust Bonds tendered pursuant thereto are tendered: (i) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Original First Collateral Trust Bonds listed, such Original First Collateral Trust Bonds must be endorsed by the registered holder with the signature guaranteed by an eligible institution or accompanied by proper documentation of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion, and signed by the registered holder with the signature guaranteed by an Eligible Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. 4. Special Issuance and Delivery Instructions. Tendering holders should indicate, as applicable, the name and address to which the Exchange First Collateral Trust Bonds or certificates for Original First Collateral Trust Bonds not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Original First Collateral Trust Bonds by book-entry transfer may request that Original First Collateral Trust Bonds not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. 5. Transfer Taxes. Holders who tender their Original First Collateral Trust Bonds for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register Exchange First Collateral Trust Bonds in the name of, or request that Original First Collateral Trust Bonds not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. If satisfactory evidence of payment of such transfer taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. 6. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. 7. Mutilated, Lost, Destroyed or Stolen Certificates. Any holder whose Original First Collateral Trust Bonds have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions. 8. Backup Withholding; Substitute Form W-9. U.S. federal income tax law generally requires a holder whose tendered First Collateral Trust Bonds are accepted for exchange to provide the Exchange Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, the Internal Revenue Service (the "IRS") may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Exchange First Collateral Trust Bonds may be subject to backup withholding. Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid possible erroneous backup withholding. A foreign person may qualify as an exempt recipient by submitting a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. Please consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which holders are exempt from backup withholding. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification 11 Number is completed, the Exchange Agent will withhold up to 30% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60-day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60-day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, up to 30% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided. The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Original First Collateral Trust Bonds or of the last transferee appearing on the transfers attached to, or endorsed on, the Original First Collateral Trust Bonds. If the Original First Collateral Trust Bonds are registered in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 9. Questions, Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, company or other nominee. 10. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original First Collateral Trust Bonds, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original First Collateral Trust Bonds for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original First Collateral Trust Bonds nor shall any of them incur any liability for failure to give any such notice. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF ORIGINAL FIRST COLLATERAL TRUST BONDS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. 12 TO BE COMPLETED BY ALL TENDERING BONDHOLDERS (SEE INSTRUCTION 8) PAYOR'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------ SUBSTITUTE ------------------------------------- FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN AT THE BOX Social Security Number or Employer DEPARTMENT OF THE TREASURY AT RIGHT AND CERTIFY BY SIGNING AND DATING Identification Number INTERNAL REVENUE OF SERVICES BELOW Part 2 ------------------------------------- Awaiting TIN [ ] ------------------------------------------------------------------------------------ Certification -- Under the penalties of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), PAYOR'S REQUEST FOR TAXPAYER (2) I am not subject to backup withholding either because (i) I am exempt from IDENTIFICATION NUMBER (TIN) backup withholding, (ii) I have not been notified by the Internal Revenue AND CERTIFICATION Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3) any other information provided on this form is true and correct. - ------------------------------------------------------------------------------------------------------------------------ You must cross out item (iii) in Part (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. SIGNATURE - ------------------------------------------------------------------------------------------------------------------------ DATE - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF AS MUCH AS 30% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, as much as 30% of all payments made to me on account of the Exchange First Collateral Trust Bonds shall be retained until I provide a taxpayer identification number to the Exchange Agent and that, if I do not provide my taxpayer identification number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as backup withholding and as much as 30% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. Signature - -------------------------------------------------------------------- Date - ---------------------------------- 13 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYOR. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payor. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.
- ------------------------------------------------------------ GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 1. Individual The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor- trust account (grantor is also trustee(1) trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under state law 5. Sole proprietorship The owner(3) - ------------------------------------------------------------ - ------------------------------------------------------------ GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 6. Sole proprietorship The owner(3) 7. A valid trust, estate, or pension The legal entity(4) trust 8. Corporate The corporation 9. Association, club, religious, The organization charitable, educational, or other tax-exempt organization account 10. Partnership The partnership 11. A broker or registered nominee The broker or nominee 12. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished. 2. Circle the minor's name and furnish the minor's social security number. 3. You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one). 4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5. Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1-800-TAX-FORM, and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE: - An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). - The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing. - An international organization or any agency or instrumentality thereof. - A foreign government and any political subdivision, agency or instrumentality thereof. OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - A corporation. - A financial institution. - A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. - A real estate investment trust. - A common trust fund operated by a bank under Section 584(a). - An entity registered at all times during the tax year under the Investment Company Act of 1940. - A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. - A futures commission merchant registered with the Commodity Futures Trading Commission. - A foreign central bank of issue. PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - Payments to nonresident aliens subject to withholding under Section 1441. - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. - Payments of patronage dividends not paid in money. - Payments made by certain foreign organizations. - Section 404(k) payments made by an ESOP. PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE: - Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the Payor. - Payments of tax-exempt interest (including exempt-interest dividends under Section 852). - Payments described in Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451. - Payments made by certain foreign organizations. - Mortgage interest paid to you. Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N. EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. PRIVACY ACT NOTICE. Section 6109 requires you to provide your correct taxpayer identification number to payors, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold as much as 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a Payor. Certain penalties may also apply. PENALTIES (1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a Payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.3 16 c77516exv99w3.txt EX-99.3 FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.3 FORM OF NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds") are not immediately available, (ii) Original First Collateral Trust Bonds, the Letter of Transmittal and all other required documents cannot be delivered to U.S. Bank Trust National Association, as Exchange Agent (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on or prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange Offer -- Procedures for Tendering" in the Prospectus. THE EXCHANGE AGENT IS: U.S. BANK TRUST NATIONAL ASSOCIATION By mail, overnight delivery or hand: U.S. Bank Trust National Association, as Exchange Agent Corporate Trust Services 180 E. 5th Street St. Paul, MN 55101 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer By facsimile: Fax: (651) 244-1537 Attention: Specialized Finance Public Service Company of Colorado Exchange Offer Confirm by telephone: (800) 934-6802 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to Public Service Company of Colorado, a Colorado corporation (the "Company"), upon the terms and subject to the conditions set forth in the Prospectus dated , 200 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate amount of Original First Collateral Trust Bonds set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering." Aggregate Principal Amount Tendered - ------------------------------------------------------------------------ Name(s) of Registered holder(s): - ----------------------------------------------------------------------------- Address(es): - -------------------------------------------------------------------------------- Area Code and Telephone Number(s): - ----------------------------------------------------------------------- Certificate No(s).: - -------------------------------------------------------------------------------- (if available) If Original First Collateral Trust Bonds will be tendered by book-entry transfer, provide the following information: Signature(s): - -------------------------------------------------------------------------------- DTC Account Number: - -------------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED 2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the Original First Collateral Trust Bonds tendered hereby in proper form for transfer together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof), or confirmation of the book-entry transfer of such Original First Collateral Trust Bonds to the Exchange Agent's account at The Depository Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, together with, in either case, any other required documents within three business days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Original First Collateral Trust Bonds tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm: - -------------------------------------------------------------------------------- Authorized Signature: - -------------------------------------------------------------------------------- Title: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- (Zip Code) Area Code and Telephone Number: - --------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- DO NOT SEND CERTIFICATES FOR ORIGINAL FIRST COLLATERAL TRUST BONDS WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR ORIGINAL FIRST COLLATERAL TRUST BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 3 EX-99.4 17 c77516exv99w4.txt EX-99.4 FORM OF LETTER TO CLIENTS EXHIBIT 99.4 FORM OF OFFER TO EXCHANGE 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO To Our Clients: We are enclosing herewith a Prospectus (the "Prospectus"), dated , 200 of Public Service Company of Colorado, a Colorado corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for an amount of its issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds"), upon the terms and subject to the conditions set forth in the Exchange Offer. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 200 , unless extended. The Exchange Offer is not conditioned upon any minimum number of Original First Collateral Trust Bonds being tendered. We are the holder of record of your Original First Collateral Trust Bonds and/or a participant of The Depository Trust Company ("DTC"), the book-entry depository and transfer facility for the Original First Collateral Trust Bonds. A tender of such Original First Collateral Trust Bonds can be made only by us as the record holder and DTC participant and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original First Collateral Trust Bonds held by us for your account. We request instructions as to whether you wish to tender any or all of the Original First Collateral Trust Bonds held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). Very truly yours, -------------------------------------- INSTRUCTION TO REGISTERED HOLDER AND BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF PUBLIC SERVICE COMPANY OF COLORADO 4.875% First Collateral Trust Bonds, Series No. 11 Due 2013 To Registered Holder and/or Participant of The Depository Trust Company: The undersigned hereby acknowledges receipt of the Prospectus dated , 200 (the "Prospectus") of Public Service Company of Colorado, a Colorado corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original First Collateral Trust Bonds held by you for the account of the undersigned. The aggregate amount of the Original First Collateral Trust Bonds held by you for the account of the undersigned is (fill in amount): $ of the 4.875% First Collateral Trust Bonds, Series No. 11 due 2013. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): [ ] To TENDER the following Original First Collateral Trust Bonds held by you for the account of the undersigned (insert amount of Original First Collateral Trust Bonds to be tendered, (if any): $ of the 4.875% First Collateral Trust Bonds, Series No. 11 due 2013. [ ] NOT to TENDER any Original First Collateral Trust Bonds held by you for the account of the undersigned. If the undersigned instructs you to tender the Original First Collateral Trust Bonds held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representation and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker- dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral 2 Trust Bonds (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). SIGN HERE Name of beneficial owner(s): - -------------------------------------------------------------------------------- Signature(s): - -------------------------------------------------------------------------------- Name(s) (please print): - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Telephone Number: - -------------------------------------------------------------------------------- Taxpayer identification or Social Security Number: - ----------------------------------------------------------- Date: - -------------------------------------------------------------------------------- 3 EX-99.5 18 c77516exv99w5.txt EX-99.5 FORM OF LETTER TO NOMINEES EXHIBIT 99.5 FORM OF OFFER TO EXCHANGE 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 OF PUBLIC SERVICE COMPANY OF COLORADO To Registered Holders and Depository Trust Company Participants: We are enclosing herewith the material listed below relating to the offer by Public Service Company of Colorado (the "Company"), a Colorado corporation, to exchange 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like amount of the issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 of the Company (the "Original First Collateral Trust Bonds") issued in a private placement, upon the terms and subject to the conditions set forth in the Company's Prospectus, dated , 200 , and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated , 200 (the "Prospectus"); 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Registered Holder and/or Book-Entry Transfer participant from the beneficial owner (the "Owner"); and 5. Letter which may be sent to your clients for whose account you hold Original First Collateral Trust Bonds in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. We urge you to contact your clients promptly. Please note that the Exchange Offer will expire 5:00 p.m., New York City time, on , 200 , unless extended. The Exchange Offer is not conditioned upon any minimum number of Original First Collateral Trust Bonds being tendered. Pursuant to the Letter of Transmittal, each holder of Original First Collateral Trust Bonds will represent to the Company that (i) the holder is not an "affiliate" of the Company (as defined in Rule 405 under the Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received by the holder are being acquired in the ordinary course of its business and each holder received the Original First Collateral Trust Bonds being tendered for exchange in the ordinary course of its business, (iii) if the holder is not a broker-dealer, the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to engage in a distribution (within the meaning of the Securities Act) of Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and (iv) the holder is not a broker-dealer tendering Original First Collateral Trust Bonds acquired directly from the Company. If the tendering holder is a broker-dealer it represents and agrees, consistent with certain interpretive letters relating to exchange offers issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Original First Collateral Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such Original First Collateral Trust Bonds were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange First Collateral Trust Bonds (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Original First Collateral Trust Bonds for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original First Collateral Trust Bonds pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original First Collateral Trust Bonds to it, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, U.S. BANK TRUST NATIONAL ASSOCIATION NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PUBLIC SERVICE COMPANY OF COLORADO OR U.S. BANK TRUST NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 -----END PRIVACY-ENHANCED MESSAGE-----


Colorado	4931	84-0296600
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


1225 17th Street		Richard C. Kelly
Denver, Colorado 80202-5533		Vice President and Chief Financial Officer
(303) 571-7511		Public Service Company of Colorado
(Address, Including Zip Code, and Telephone Number,		1225 17^thStreet
Including Area Code, of Registrant’s Principal Executive Offices)		Denver, Colorado 80202-5533
		(303) 571-7511
		(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)






		Proposed Maximum	Proposed Maximum
Title Of Each Class Of	Amount To Be	Offering Price Per	Aggregate Offering	Amount Of
Securities To Be Registered	Registered	Unit(1)	Price(1)	Registration Fee


4.875% First Collateral Trust Bonds, Series No. 12 due 2013	$250,000,000	100%	$250,000,000	$20,225


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
WHERE YOU CAN FIND MORE INFORMATION
SUMMARY
RISK FACTORS
USE OF PROCEEDS
THE EXCHANGE OFFER
CAPITALIZATION
SELECTED CONSOLIDATED FINANCIAL DATA
LIQUIDITY AND CAPITAL RESOURCES
DESCRIPTION OF THE EXCHANGE FIRST COLLATERAL TRUST BONDS
DESCRIPTION OF THE 1939 MORTGAGE
BOOK-ENTRY SYSTEM
EXCHANGE OFFER AND REGISTRATION RIGHTS
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
SIGNATURES
EX-4.1 Registration Rights Agreement
EX-4.4 Supplemental Indenture
EX-4.5 Form of Supplemental Indenture
EX-4.9 Supplemental Indenture No. 14
EX-4.10 Form of Supplemental Indenture
EX-5.1 Opinion and Consent of Legal Counsel
EX-12.1 Statement-Computation of Ratio of Earnings
EX-23.2 Independent Auditors' Consent
EX-24.1 Power of Attorney
EX-25.1 Form T-1 Statement of Eligibility
EX-25.2 Form T-1 Statement of Eligibility
EX-99.1 Form of Exchange Agency Agreement
EX-99.2 Form of Letter of Transmittal
EX-99.3 Form of Notice of Guaranteed Delivery
EX-99.4 Form of Letter to Clients
EX-99.5 Form of Letter to Nominees


Exchange Offer		We are offering to exchange up to $250 million in aggregate principal amount of exchange first collateral trust bonds for a like aggregate principal amount of original first collateral trust bonds. Original first collateral trust bonds may be tendered only in increments of $1,000.

Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on , 200 , unless we extend it. We do not currently intend to extend the exchange offer.

Interest on the Exchange First Collateral Trust Bonds		Interest on the exchange first collateral trust bonds will accrue at the rate of 4.875% from the date of the last periodic payment of interest on the original first collateral trust bonds or, if no interest has been paid, from March 14, 2003.

Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, including that:

		• there is no change in law, regulation or any applicable interpretation of the SEC staff that prevents us from proceeding with the exchange offer; and

		• there is no action or proceeding, pending or threatened, that would impair our ability to proceed with the exchange offer.

Procedure for Exchanging Original First Collateral Trust Bonds		If the original first collateral trust bonds you wish to exchange are registered in your name:

		• you must complete, sign and date the letter of transmittal and mail or otherwise deliver it, together with any other required documentation, to U.S. Bank Trust National Association, as exchange agent, at the address specified on the cover page of the letter of transmittal.

		If the original first collateral trust bonds you wish to exchange are in book-entry form and registered in the name of a broker, dealer or other nominee:

		• you must contact the broker, dealer, commercial bank, trust company or other nominee in whose name your original first


	Page

Special Note Regarding Forward-Looking Statements		ii
Where You Can Find More Information		ii
Summary		1
Risk Factors		10
Use Of Proceeds		22
The Exchange Offer		22
Capitalization		30
Selected Consolidated Financial Data		31
Liquidity And Capital Resources		33
Description of the Exchange First Collateral Trust Bonds		35
Description of the 1939 Mortgage		51
Book-Entry System		55
Exchange Offer And Registration Rights		58
Material United States Federal Income Tax Considerations		59
Plan of Distribution		60
Legal Opinions		61
Experts		61


		• you are not our “affiliate”, within the meaning of Rule 405 under the Securities Act.

		If any of these conditions is not satisfied and you transfer any exchange first collateral trust bonds without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act.

		Each broker or dealer that receives exchange first collateral trust bonds for its own account in exchange for original first collateral trust bonds that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange first collateral trust bonds.

Consequences of Failure to Exchange		If you do not exchange your original first collateral trust bonds for exchange first collateral trust bonds, you will not be able to offer, sell or otherwise transfer the original first collateral trust bonds except:

		• in compliance with the registration requirements of the Securities Act and any other applicable securities laws;

		• pursuant to an exemption from the securities laws; or

		• in a transaction not subject to the securities laws.

		Original first collateral trust bonds that remain outstanding after completion of the exchange offer will continue to bear a legend reflecting these restrictions on transfer. In addition, upon completion of the exchange offer, you will not be entitled to any rights to have the resale of original first collateral trust bonds registered under the Securities Act (subject to limited exceptions applicable only to certain qualified institutional buyers). We currently do not intend to register under the Securities Act the resale of any original first collateral trust bonds that remain outstanding after completion of the exchange offer.

		Upon completion of the exchange offer, there may be no market for the original first collateral trust bonds, and if you failed to exchange the original first collateral trust bonds, you may have difficulty selling them.

United States Federal Income Tax Considerations		Your acceptance of the exchange offer and the exchange of your original first collateral trust bonds for exchange first collateral trust bonds will not be taxable for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations” beginning on page 59.

Exchange Agent		U.S. Bank Trust National Association is serving as exchange agent for the exchange offer.

Appraisal or Dissenter’s Rights		You will have no appraisal or dissenters’ rights in connection with the exchange offer.


Securities Offered		$250,000,000 principal amount of 4.875% first collateral trust bonds, series No. 12 due 2013.

Maturity		March 1, 2013.

Interest Rate		4.875% per annum.

Interest Payment Dates		March 1 and September 1 of each year, beginning on September 1, 2003.

Ranking		The exchange first collateral trust bonds will be our secured obligations and will be secured equally and ratably with all of our other outstanding first collateral trust bonds (including any original first collateral trust bonds that are not exchanged in the exchange offer). As of May 31, 2003, $1.793 billion of our first collateral trust bonds were outstanding and an additional $374.3 million of our first mortgage bonds were outstanding. $398.8 million of the first collateral trust bonds outstanding were issued to secure existing debt.

Collateral		The exchange first collateral trust bonds are secured by a series of our first mortgage bonds, which are secured by a first mortgage lien on substantially all of our electric and gas utility properties, subject to limited exceptions, and by a second mortgage lien on substantially all of our electric utility properties, subject to limited exceptions.

Ratings		The exchange first collateral trust bonds have been assigned a rating of “BBB+” (CreditWatch positive) by Standard & Poor’s Ratings Services (“Standard & Poor’s”) and “Baa1” (stable outlook) by Moody’s Investors Services, Inc. (“Moody’s”). For a description of recent events affecting our credit ratings, see “Risk Factors”. Ratings from credit agencies are not recommendations to buy, sell or hold our securities and may be subject to revision or withdrawal at any time by the applicable rating agency and should be evaluated independently of any other ratings.

Optional Redemption		We may redeem the exchange first collateral trust bonds at any time, in whole or in part, at a “make whole” redemption price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the exchange first collateral trust bonds being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve



	Three months ended
	March 31,						Year ended December 31,

	2003			2002			2002			2001			2000		1999		1998


							(Thousands of Dollars, except ratios)
Consolidated Income Statement Data:
Operating revenue(1)	$	755,763		$	758,680		$	2,651,913		$	3,649,845		$	2,853,515	$	2,719,251	$	2,283,985
Operating expense(1)		607,992			625,822			2,111,675			3,116,127			2,406,428		2,274,892		1,850,574

Operating Income		147,771			132,858			540,238			533,718			447,087		444,359		433,411

Other income (expense)		(1,201	)		(1,092	)		(4,641	)		3,044(2	)		13,102		12,654		6,500
Interest charges and financing costs		39,603			31,455			142,231			131,228			161,291		156,174		138,314
Income taxes		36,880			33,620			128,686			132,501			102,770		96,574		101,494

Net income	$	70,087		$	66,691		$	264,680		$	273,033		$	196,128	$	204,265	$	200,103

Other Consolidated Financial Data:
Ratio of earnings to fixed charges(3)		2.6			2.8			2.7			2.8			2.2		2.3		2.4


		March 31, 2003

		(Thousands of Dollars)
Consolidated Balance Sheet Data:
Current assets		$	824,244
Net property, plant and equipment			5,060,850
Other assets			267,597

	Total assets		6,152,691

Current portion of long-term debt			427,106
Short-term debt			—
Other current liabilities			625,505

	Total current liabilities		1,052,611

Deferred credits and other liabilities			1,030,351
Long-term debt(4)			1,884,354
Mandatorily redeemable preferred securities of subsidiary trust(5)			194,000
Common stockholder’s equity			1,991,375

	Total liabilities and equity	$	6,152,691


By Registered, Certified or by Hand
or Overnight Delivery:		By Facsimile:
U.S. Bank Trust National Association Corporate Trust Services 180 E. 5th Street St. Paul, MN 55101		Attention: Specialized Finance (651) 244-1537



		As of March 31, 2003

		(Thousands		(% of
		of Dollars)		Capitalization)


		(unaudited)
Short-term debt, including current maturities		$	427,106		9.5	%
Long-term debt(1)			1,884,354		41.9

	Total debt(2)		2,311,460		51.4
Mandatorily redeemable preferred securities of subsidiary trust(3)			194,000		4.3
Common stockholder’s equity			1,991,375		44.3

	Total capitalization	$	4,496,835		100.0	%



		March 31,		December 31,

		2003		2002		2001


		(Thousands of Dollars)
Consolidated Balance Sheet Data:
Current assets		$	824,244	$	614,790	$	720,898
Net property, plant and equipment			5,060,850		5,024,067		4,783,536
Other assets			267,597		286,069		336,444

	Total assets	$	6,152,691	$	5,924,926	$	5,840,878

Current portion of long-term debt			427,106		282,097		17,174
Short-term debt			—		88,074		562,812
Other current liabilities			625,505		604,365		753,919

	Total current liabilities	$	1,052,611	$	974,536	$	1,333,905

Deferred credits and other liabilities			1,030,351		995,800		857,820
Long-term debt(4)			1,884,354		1,782,128		1,465,055
Mandatorily redeemable preferred securities of subsidiary trust(5)			194,000		194,000		194,000
Common stockholder’s equity			1,991,375		1,978,462		1,990,098

	Total liabilities and equity	$	6,152,691	$	5,924,926	$	5,840,878


(1)	In June 2002, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a partial consensus on Issue No. 02-03 “Recognition and Reporting of Gains and Losses on Energy Trading Contracts under EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities”. The EITF concluded that all gains and losses related to energy trading activities within the scope of EITF No. 98-10 (whether or not settled physically) must be shown net in the statement of income, effective for periods ending after July 15, 2002. In the consolidated income statement data table above, electric and gas trading revenue and electric and gas trading expense for the three months ended March 31, 2003 and 2002 (unaudited) and the years ended December 31, 2002, 2001 and 2000 (audited) are reflected on a net basis. We have not reclassified operating revenue and expense for the periods ended December 31, 1999 and 1998. The implementation of EITF 02-03 had no impact on operating income or net income reported for any of the periods presented.

(2)	Includes extraordinary loss of approximately $1.5 million related to redemption premiums and other costs incurred in connection with redemption of long-term debt of 1480 Welton, Inc. (net of income tax).

(3)	For purposes of computing the ratio of earnings to fixed charges, (1) earnings consist of net income plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits and less undistributed equity in earnings of unconsolidated investees, and (2) fixed charges consist of interest on long-term debt, other interest charges, distributions on redeemable preferred securities of subsidiary trust and amortization of debt discount, premium and expense.

(4)	On May 30, 2003, we announced that we would redeem $144,840,000 of our 8 3/4% First Mortgage Bonds due 2022 on June 30, 2003.

(5)	On May 29, 2003, we announced that we would redeem all mandatorily redeemable preferred securities of our subsidiary trust on June 30, 2003.


	2003		2004		2005


	(Millions of Dollars)
Total capital expenditures	$	415	$	419	$	364
Sinking funds and debt maturities		282		145		135

Total capital requirements	$	697	$	564	$	499



	Payments Due by Period

			Less than						After
Contractual Obligations	Total		1 year		1-3 years		4-5 years		5 years


	(Thousands of Dollars)
Long-term debt(1)	$	2,044,478	$	281,500	$	282,501	$	228,000	$	1,252,477
Capital lease obligations		113,890		7,567		14,433		13,374		78,516
Operating leases		41,074		7,587		14,827		13,072		5,588
Unconditional purchase obligations(2)		6,705,578		744,609		1,335,411		1,236,481		3,389,077
Other long-term obligations(3)		195,509		379		699		431		194,000
Short-term debt		88,074		88,074		—		—		—
Other short-term liabilities		—		—		—		—		—

Total contractual cash obligations	$	9,188,603	$	1,129,716	$	1,647,871	$	1,491,358	$	4,919,658


Item 20.	*Indemnification of Directors and Officers.*


Exhibit
Number		Description

	2.1*	Agreement and Plan of Merger, dated as of March 24, 1999, by and between Northern States Power Company and New Century Energies, Inc. (Exhibit 2.1 to the Report on Form 8-K (File No. 1-12907) of New Century Energies, Inc. dated March 24, 1999)
	4.1	Registration Rights Agreement, dated as of March 14, 2003, among Public Service Company of Colorado, Banc One Capital Markets, Inc. and UBS Warburg LLC, as representatives for the Initial Purchasers


	4.4			Supplemental Indenture, dated May 1, 2003, between Public Service Company of Colorado and U.S. Bank Trust National Association, as Trustee
	4.5			Form of supplemental indenture relating to first mortgage bonds
	4.6			Form of first mortgage bonds (included in Supplemental Indenture referenced in Exhibit 4.5 above)


	Previous Filing:
	Form; Date or
Dated as of	File No.		Exhibit No.

Nov. 1, 1993		S-3, (33-51167)		4(b)(2)
Jan. 1, 1994		10-K, 1993		4(b)(3)
Sept. 2, 1994		8-K, Sept. 1994		4(b)
May 1, 1996		10-Q, June 30, 1996		4(b)
Nov. 1, 1996		10-K, 1996		4(b)(3)
Feb. 1, 1997		10-Q, Mar. 31, 1997		4(b)
Apr. 1, 1998		10-Q, Mar. 31, 1998		4(b)
Aug. 15, 2002		10-Q, Sept. 30, 2002		4.01
Sept. 1, 2002		8-K, Sept. 18, 2002		4.01
Sept. 15, 2002		10-Q, Sept. 30, 2002		4.02
Mar. 1, 2003		S-3, (33-104504)		4(b)(3)
Apr. 1, 2003		10-Q, Mar. 31, 2003		4.02


	4.9			Supplemental Indenture No. 14, dated May 1, 2003, between Public Service Company of Colorado and U.S. Bank Trust National Association, as Trustee
	4.10			Form of supplemental indenture relating to exchange first collateral trust bonds
	4.11			Form of exchange first collateral trust bonds (included in Supplemental Indenture referenced in Exhibit 4.10 above)
	4.12*			Indenture, dated May 1, 1998, between Public Service Company of Colorado and The Bank of New York, providing for the issuance of Subordinated Debt Securities (Exhibit 4.2 to Form 8-K dated May 6, 1998)
	4.13*			Supplemental Indenture dated May 11, 1998, between Public Service Company of Colorado and The Bank of New York (Exhibit 4.3 to Form 8-K dated May 6, 1998)
	4.14*			Preferred Securities Guarantee Agreement dated May 11, 1998, between Public Service Company of Colorado and The Bank of New York (Exhibit 4.4 to Form 8-K dated May 6, 1998)
	4.15*			Amended and Restated Declaration of Trust of PSCO Capital Trust I dated May 11, 1998 (Exhibit 4.1 to Form 8-K dated May 6, 1998)
	4.16*			Indenture dated July 1, 1999, between Public Service Company of Colorado and The Bank of New York, providing for the issuance of Senior Debt Securities (Exhibit 4.1 to Form 8-K dated July 13, 1999) and Supplemental Indenture dated July 15, 1999, between Public Service Company of Colorado and The Bank of New York (Exhibit 4.2 to Form 8-K dated July 13, 1999)
	4.17*			Indentures supplemental to Exhibit 4.16:


	5.1			Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. regarding the legality of the exchange first collateral trust bonds to be issued
	12.1			Statement of Computation of Ratio of Earnings to Fixed Charges
	16.1*			Letter regarding Change in Certifying Accountant (Exhibit 16.01 to Form 8-K Report dated April 3, 2002, File No. 1-03789)
	23.1			Legal Counsel’s Consent (See item 5.1)
	23.2			Independent Auditors’ Consent



Signature	Title	Date


/s/ WAYNE H. BRUNETTI Wayne H. Brunetti	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	June 11, 2003

/s/ RICHARD C. KELLY Richard C. Kelly	Vice President, Chief Financial Officer and Director (Principal Financial Officer)	June 11, 2003

/s/ DAVID E. RIPKA David E. Ripka	Vice President and Controller (Principal Accounting Officer)	June 11, 2003

/s/ GARY R. JOHNSON Gary R. Johnson	Vice President, General Counsel and Director	June 11, 2003