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
DATE OF PRINCIPAL SUPPLEMENTAL PRINCIPAL AMOUNT INDENTURE SERIES OF BONDS AMOUNT ISSUED OUTSTANDING --------- --------------- ------------- ----------- November 1, 1993 Series No. 1 $134,500,000 $134,500,000 January 1, 1994 Series No. 2 due 2001 $102,667,000 None and Series No. 2 due 2024 $110,000,000 $110,000,000 September 2, 1994 None None None (Appointment of Successor Trustee) May 1, 1996 Series No. 3 $125,000,000 $125,000,000 November 1, 1996 Series No. 4 $250,000,000 $175,000,000 February 1, 1997 Series No. 5 $150,000,000 None April 1, 1998 Series No. 6 $250,000,000 None August 15, 2002 Series No. 7 $48,750,000 $48,750,000 September 1, 2002 Series No. 8 $600,000,000 None September 15, 2002 Series No. 9 $530,000,000 $530,000,000 April 1, 2003 Series No. 10 $600,000,000 $600,000,000 March 1, 2003 Series No. 11 $250,000,000 $250,000,000
SCHEDULE A-1