8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)             August 18, 2005

Public Service Company of Colorado

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

001-3280	84-0296600
(Commission File Number)	(IRS Employer Identification No.)
1225 17th Street, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code        303-571-7511

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On August 18, 2005, Public Service Company of Colorado (PSCo) completed a refinancing transaction covering $129.5 million in existing pollution control indebtedness.  The new indebtedness consists of $129.5 million of Adams County, Colorado 4.375 percent Pollution Control Refunding Revenue Bonds, 2005 Series A (County Bonds).  The tax-exempt County Bonds have a financial insurance guaranty, and a maturity date of Sept. 1, 2017.  Proceeds from the offering will be used to redeem $79.5 million aggregate principal amount of Adams County, Colorado Pollution Control Refunding Revenue Bonds, 1993 Series A and $50 million aggregate principal amount of Morgan County, Colorado Pollution Control Refunding Revenue Bonds, 1993 Series A.

As part of the refinancing, Adams County, Colorado issued the $129.5 million of County Bonds relating to specified generating facilities of PSCo.  Pursuant to a Financing Agreement dated August 1, 2005 (Financing Agreement), PSCo has borrowed from Adams County the proceeds from the sale of the County Bonds and will use these proceeds to redeem the existing pollution control indebtedness identified above.  Under the Financing Agreement, PSCo issued a promissory note (Note) to Adams County and has agreed to repay the loan and Note by making principal, interest, and redemption premium payments, if any, as and when due with respect to the County Bonds.  The payment obligations of PSCo under the Financing Agreement and the Note are absolute and unconditional.  In connection with the financial insurance guaranty for the County Bonds, PSCo entered into an insurance and reimbursement agreement with the issuer of the financial insurance guaranty.  PSCo’s obligations with respect to the insurance agreement are secured by PSCo’s issuance of $129.5 million in first mortgage bonds and first collateral trust bonds (Company Bonds) with identical principal amount, maturity and interest provisions as the County Bonds. The Company Bonds are issued pursuant to Supplemental Indentures dated August 1, 2005, to PSCo’s existing first mortgage bond indenture and first collateral trust indenture among PSCo and its first mortgage bond trustee and first collateral trust bond trustee, respectively.  The Financing Agreement, the Supplemental Indentures and other transaction documents contain standard representations, covenants and events of default for facilities of this type, including acceleration of indebtedness upon certain events of default. Events of default under the Financing Agreement include a failure to punctually make payments when due under the Note which results in a default on the County Bonds; a continuing failure or default regarding performance of applicable covenants, conditions or agreements in the Financing Agreement or the Note; any acceleration of payments with respect to the Company Bonds or other first mortgage bonds; and an event of default under the insurance agreement.

See additional information in the agreements filed as exhibits to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
4.01	Financing Agreement between Adams County, Colorado and Public Service Company of Colorado, dated as of August 1, 2005, relating to $129,500,000 Adams County, Colorado Pollution Control Refunding Revenue Bonds, 2005 Series A.
4.02	Supplemental Indenture No. 16, dated as of August 1, 2005, of Public Service Company of Colorado to U.S. Bank Trust National Association, as Trustee. Supplemental to the Indenture dated as of October 1, 1993, establishing the securities of Series No. 16 designated First Collateral Trust Bonds, Series No. 16 (MBIA Collateral Bonds).
4.03	Supplemental Indenture, dated as of August 1, 2005, of Public Service Company of Colorado to U.S. Bank Trust National Association, as Trustee, creating an issue of First Mortgage Bonds, Collateral Series P. Supplemental to Indenture dated as of December 1, 1939, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Public Service Company of Colorado

(a Colorado Corporation)

/s/ BENJAMIN G.S. FOWKE III

Benjamin G.S. Fowke III

Vice President and Chief Financial Officer

August 24, 2005

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EX-4.01

Exhibit 4.01

FINANCING AGREEMENT

between

ADAMS COUNTY, COLORADO

and

PUBLIC SERVICE COMPANY OF COLORADO

Dated as of August 1, 2005

relating to

$129,500,000

Adams County, Colorado

Pollution Control Refunding Revenue Bonds,

2005 Series A

(Public Service Company of Colorado Project)

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS
Section 1.01		Definitions
Section 1.02		Rules of Interpretation
ARTICLE 2	REPRESENTATIONS AND WARRANTIES
Section 2.01		Representations and Warranties of the County
Section 2.02		Representations and Warranties of the Company
ARTICLE 3	THE FACILITIES
Section 3.01		Facilities Property of Company
Section 3.02		No Warranty of Condition or Suitability by the County
ARTICLE 4	ISSUANCE OF THE 2005 SERIES A BONDS
Section 4.01		Issuance of the 2005 Series A Bonds
Section 4.02		Redemption of the 1993 Adams County Bonds and the 1993 Morgan County Bonds
Section 4.03		Disposition of 2005 Series A Bond Proceeds
Section 4.04		Agreement to Provide Balance of Moneys to Redeem
ARTICLE 5	PAYMENTS TO BE MADE BY THE COMPANY
Section 5.01		Debt Service Payments
Section 5.02		Obligation Absolute
Section 5.03		Payment of Expenses
Section 5.04		Indemnification
Section 5.05		Payments to the Bond Insurer
Section 5.06		Amounts Remaining in Bond Fund
ARTICLE 6	SPECIAL COVENANTS
Section 6.01		Maintenance of Corporate Existence; Merger, Consolidation, and Disposition of Assets
Section 6.02		Further Assurances
Section 6.03		Tax Covenant with Respect to 2005 Series A Bonds
Section 6.04		Maintenance of the Facilities
Section 6.05		Insurance of the Facilities
Section 6.06		Application of Insurance Proceeds and Condemnation Awards
Section 6.07		Use of Facilities

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Section 6.08		Discontinuance, Sale or Other Disposition of the Facilities
Section 6.09		Financing Statements
Section 6.10		Information Reporting Requirements
ARTICLE 7	ASSIGNMENT
Section 7.01		Assignment by the Company
Section 7.02		Assignment by the County
ARTICLE 8	EVENTS OF DEFAULT AND REMEDIES
Section 8.01		Events of Default
Section 8.02		Remedies
Section 8.03		No Remedy Exclusive
Section 8.04		Reimbursement of Attorneys’ Fees
Section 8.05		Waiver of Breach
ARTICLE 9	REDEMPTION OR DEFEASANCE OF THE 2005 SERIES A BONDS
Section 9.01		Right to Effect Redemption or Defeasance
Section 9.02		Exercise of Right to Redeem or Defease
Section 9.03		Mandatory Prepayment
Section 9.04		Purchase of 2005 Series A Bonds
Section 9.05		Amendment of Note Upon Partial Redemption or Purchase of 2005 Series A
ARTICLE 10	RIGHTS OF THE BOND INSURER
Section 10.01		Rights of the Bond Insurer
Section 10.02		Reporting Requirements
Section 10.03		Limitation on Rights of the Bond Insurer
ARTICLE 11	MISCELLANEOUS
Section 11.01		Term of Agreement
Section 11.02		Notices
Section 11.03		Governing Law
Section 11.04		Payments and Performance Due on Holidays
Section 11.05		Parties in Interest
Section 11.06		No Pecuniary Liability of the County

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Section 11.07		Amendments
Section 11.08		Counterparts
Section 11.09		Severability
EXHIBIT A	FACILITIES
EXHIBIT B	DISCONTINUED FACILITIES
EXHIBIT C	FORM OF THE NOTE

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FINANCING AGREEMENT

THIS FINANCING AGREEMENT, dated as of August 1, 2005 (this “Agreement”), between ADAMS COUNTY, COLORADO, a public body corporate and politic organized and existing as a county within the State of Colorado under the Constitution and laws of such State (the “County”), and PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the “Company”),

WITNESSETH:

WHEREAS, the County is authorized under the County and Municipality Development Revenue Bond Act, constituting Article 3 of Title 29, Colorado Revised Statutes, as amended (the “Act”), among other things, to finance and to issue revenue bonds for the purpose of defraying the cost of financing, acquiring, constructing, improving and equipping pollution control facilities (as defined in the Act) and solid waste disposal facilities and to enter into financing agreements for the purpose of providing revenues to pay such revenue bonds; and

WHEREAS, the County has heretofore issued and sold its “Adams County, Colorado, Pollution Control Refunding Revenue Bonds, 1993 Series A (Public Service Company of Colorado Project)” (the “1993 Adams County Bonds”) in the original aggregate principal amount of $79,500,000 for the purpose of providing funds in the amount necessary, together with other available moneys, to effect the redemption of $37,500,000 aggregate principal amount of “Adams County, Colorado, Collateralized Pollution Control Revenue Bonds (Public Service Company of Colorado Project) Series 1974” (the “1974 Adams County Bonds”), and $42,000,000 aggregate principal amount of “Adams County, Colorado, Pollution Control Revenue Bonds (Public Service Company of Colorado Project) 1983 Series A” (the “1983 Adams County Bonds”); and

WHEREAS, the 1974 Adams County Bonds were issued to defray the costs of the Company for financing, acquiring, constructing and equipping certain air and water pollution control facilities (the “1974 Facilities”) at the Company’s Cherokee Steam Electric Generating Station (the “Cherokee Plant”) located within the boundaries of the County, at the Company’s Cameo Steam Electric Generating Station (the “Cameo Plant”) located within Mesa County, Colorado, at the Company’s Arapahoe Steam Electric Generating Station (the “Arapahoe Plant”) located within the boundaries of the City and County of Denver, Colorado, at the Company’s Zuni Steam Electric Generating Station (the “Zuni Plant”) located within the City and County of Denver, Colorado, and at the Company’s Valmont Steam Electric Generating Station (the “Valmont Plant”) located within the boundaries of Boulder County, Colorado; and

WHEREAS, the 1983 Adams County Bonds were issued to defray the costs of the Company of financing, acquiring, constructing and equipping certain air and water pollution control facilities (the “1983 Facilities”) at the Cherokee Plant, the Arapahoe Plant, and the Valmont Plant; and

WHEREAS, Morgan County, Colorado (“Morgan County”) has heretofore issued and sold its “Morgan County, Colorado, Pollution Control Refunding Revenue Bonds, 1993 Series A

(Public Service Company of Colorado Project)” in the original aggregate principal amount of $50,000,000 (the “1993 Morgan County Bonds”) for the purpose of providing funds in the amount necessary, together with other available moneys, to effect the redemption of $50,000,000 aggregate principal amount of “Morgan County, Colorado Pollution Control Revenue Bonds, 1979 Series A (Public Service Company of Colorado Project)” (the “1979 Morgan County Bonds”); and

WHEREAS, the 1979 Morgan County Bonds were issued by Morgan County to defray the costs of the Company of financing, acquiring, constructing and equipping certain air and water pollution control and solid waste disposal facilities (the “1979 Facilities”) at the Company’s Pawnee Steam Electric Generating Station (the “Pawnee Plant”) in Morgan County; and

WHEREAS, the County is authorized by the Act to issue its revenue bonds to refund any bonds issued by the County under the Act and to refund bonds issued by other counties or municipalities that have delegated their respective bond authority under the Act to the County; and

WHEREAS, the Company has requested the County to issue refunding bonds in an amount sufficient, together with other moneys available therefor, to effect the redemption of the outstanding 1993 Adams County Bonds and the 1993 Morgan County Bonds; and

WHEREAS, pursuant to a resolution of the Board of County Commissioners of Morgan County adopted on July 26, 2005, Morgan County has delegated its bond authority with respect to refunding the 1993 Morgan County Bonds to Adams County; and

WHEREAS, the County has determined to issue its Pollution Control Refunding Revenue Bonds, 2005 Series A (Public Service Company of Colorado Project) (the “2005 Series A Bonds”) in an original aggregate principal amount of $129,500,000, under an Indenture of Trust, dated as of August 1, 2005 (the “Indenture”), by and between the County and U.S. Bank National Association, as Trustee (the “Trustee”), and pursuant to the Act and the Supplemental Public Securities Act constituting Title 11, Article 57, Part 2, Colorado Revised Statutes, as amended, for the purpose of providing moneys that, together with certain other funds, will be in an amount sufficient to effect the refunding of the 1993 Adams County Bonds and the 1993 Morgan County Bonds; and

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition to the execution and delivery hereof, the County and the Trustee will execute and deliver the Indenture, and the County will issue the 2005 Series A Bonds in accordance with the terms and conditions thereof.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the premises, DO HEREBY AGREE as follows:

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ARTICLE 1
DEFINITIONS

Section 1.01Definitions.  Unless otherwise provided in this Article I, for purposes of this Agreement, (i) terms defined in the recitals hereto have the meanings so given to them therein, (ii) capitalized terms used but not defined herein have the meanings given to them in the Indenture, and (iii) if the context of the use of a capitalized term clearly requires that the common meaning or an alternative meaning for such term should apply, such common meaning or alternative meaning, as the case may be, shall be given effect.  The following terms shall for all purposes of this Agreement have the meanings herein specified, unless the context clearly requires otherwise:

(a)“Act” means the County and Municipality Development Revenue Bond Act, constituting Article 3 of Title 29, Colorado Revised Statutes, as amended, and all acts supplemental thereto or amendatory thereof.

(b)“Administration Expenses” means the fees of the County, and the reasonable and necessary expenses incurred by the County, with respect to this Agreement, the Indenture and any transaction or event contemplated by this Agreement or the Indenture, including the ordinary and extraordinary compensation and reimbursement of expenses and advances payable to the Trustee.

(c)“Agreement” means this Financing Agreement, and any and all modifications, alterations, amendments and supplements hereto.

(d)“Arapahoe Facilities” means the air and water pollution control facilities currently in operation at the Arapahoe Plant that are described in Part I of Exhibit A hereto.

(e)“Authorized Company Representative” means each person at the time designated to act on behalf of the Company by written certificate furnished to the County and the Trustee containing the specimen signature of such person and signed on behalf of the Company by its President or any Vice President, Chief Financial Officer, or its Treasurer together with its Secretary or any Assistant Secretary.

(f)“Bond Fund” means the fund created by Section 5.01 of the Indenture.

(g)“Bond Insurer” means MBIA Insurance Corporation, a New York stock insurance company, its successors and assigns.

(h)“Bond Insurer Default”  means the occurrence and continuance of one or more of the following events: (i) the declaration by the Bond Insurer or otherwise that the Financial Guaranty Insurance Policy is null and void prior to the full payment to the Owners of the 2005 Series A Bonds of the principal thereof and the interest thereon; (ii) the issuance of an order of liquidation or dissolution of the Bond Insurer; (iii) the commencement by the Bond Insurer of a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for itself or any substantial part of its property; (iv) the consent

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of the Bond Insurer to any relief referred to in the preceding clause (iii) in an action against the Bond Insurer in an involuntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to the Bond Insurer or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; (v) the making by the Bond Insurer of an assignment for the benefit of creditors; (vi) the failure of the Bond Insurer to generally pay its debts as they become due; or (vii) a default by the Bond Insurer under the Financial Guaranty Insurance Policy.

(i)“Bond Purchase Agreement” means the Bond Purchase Agreement among the County and the Underwriters, relating to the 2005 Series A Bonds.

(j)“Business Day” means a day on which (i) banks located in the respective cities in which the Principal Office of the Trustee is located and in which the Bond Insurer’s principal office is located and in Minneapolis, Minnesota are not required or authorized by law to remain closed and (ii) the New York Stock Exchange is not closed.

(k)“Cameo Facilities” means the air and water pollution control facilities currently in operation at the Cameo Plant that are described in Part II of Exhibit A hereto.

(l)“Cherokee Facilities” means the air and water pollution control facilities currently in operation at the Cherokee Plant that are described in Part III of Exhibit A hereto.

(m)“Code” means the Internal Revenue Code of 1986, as amended.  Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applicable to the 2005 Series A Bonds or the use of the proceeds thereof, unless the context clearly requires otherwise.

(n)“Company” means Public Service Company of Colorado, a corporation organized and existing under the laws of the State of Colorado, its successors and assigns.

(o)“Company Mortgage” means the Indenture, dated as of October 1, 1993, between the Company and U.S. Bank Trust National Association, as Trustee, as the same has been, may be concurrently, or from time to time hereafter may be amended or supplemented in accordance with its terms.

(p)“County” means Adams County, Colorado, a public body corporate and politic organized and existing as a county within the State of Colorado under the Constitution and laws of such State.

(q)“Discontinued Facilities” means, collectively, (i) the facilities and equipment at the Arapahoe Plant, the Cameo Plant, the Cherokee Plant, the Valmont Plant and the Zuni Plant described in Exhibit B hereto, the cost of the acquisition, construction or installation of which were financed, in whole or in part, with proceeds of the 1974 Adams County Bonds or the 1983 Adams County Bonds, but which heretofore have been taken out of service or disposed of by the Company, and (ii) the facilities and equipment at the Pawnee Plant described in Exhibit B hereto, the cost of the acquisition, construction or installation of which were financed, in whole or in part, with proceeds of the 1979 Morgan County Bonds, but which heretofore have been taken out of service or disposed of by the Company.

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(r)“Engineer’s Certificate” means the certificate of Utility Engineering Corp., dated the date of issuance of the 2005 Series A Bonds, contained in the Tax Compliance Certificate.

(s)“Facilities” means, collectively, (i) the Arapahoe Facilities, the Cameo Facilities, the Cherokee Facilities, the Valmont Facilities, and the Zuni Facilities described in Exhibit A hereto, the cost of the acquisition, construction or installation of which were financed, in whole or in part, with proceeds of the 1974 Adams County Bonds or the 1983 Adams County Bonds, and (ii) the Pawnee Facilities described in Exhibit A hereto, the cost of the acquisition, construction or installation of which were financed, in whole or in part, with proceeds of the 1979 Morgan County Bonds.  The Facilities do not and shall not include any Discontinued Facilities.

(t)“Financial Guaranty Insurance Policy” means the Financial Guaranty Insurance Policy issued by the Bond Insurer insuring the regularly scheduled payment when due of the principal of and interest on the 2005 Series A Bonds, as provided therein.

(u)“Indenture” means the Indenture of Trust, dated as of August 1, 2005, between the County and the Trustee, and any and all modifications, alterations, amendments and supplements thereto.

(v)“Insurance Agreement” means the Insurance and Reimbursement Agreement, dated as of August 1, 2005, among the Company, the Trustee, and the Bond Insurer, as the same from time to time may be amended or supplemented in accordance with its terms.

(w)“1954 Code” means the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder.

(x)“1993 Adams County Bonds Indenture” means the Indenture of Trust, dated as of April 1, 1993, between the County and Colorado National Bank, as Trustee, relating to the 1993 Adams County Bonds.

(y)“1993 Adams County Bonds Trustee” means U.S. Bank National Association, successor to Colorado National Bank, as Trustee under the 1993 Adams County Bonds Indenture.

(z)“1993 Morgan County Bonds Indenture” means the Indenture of Trust, dated as of June 1, 1993, between the County and Colorado National Bank, as Trustee, relating to the 1993 Morgan County Bonds.

(aa)“1993 Morgan County Bonds Trustee” means U.S. Bank National Association, successor to Colorado National Bank, as Trustee under the 1993 Morgan County Bonds Indenture.

(bb)“Note” means the Promissory Note, dated the date of issuance of the 2005 Series A Bonds, in substantially the form attached as Exhibit C to this Agreement, to be executed by the Company and issued to the County, and endorsed by the County to the Trustee, in accordance with Section 5.01(a) hereof.

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(cc)“Owner” means the person in whose name any 2005 Series A Bond is registered upon the registration records of the Registrar maintained pursuant to the Indenture.

(dd)“Pawnee Facilities” means the air and water pollution control facilities and solid waste disposal facilities currently in operation at the Pawnee Plant that are described in Part VI of Exhibit A hereto.

(ee)“Plants” means, collectively, the Arapahoe Plant, the Cameo Plant, the Cherokee Plant, the Valmont Plant, the Zuni Plant, and the Pawnee Plant.  “Plant” means any one of the Plants, as the context requires.

(ff)“Refunding Obligations” means any series of bonds or notes issued by the County pursuant to the Act, the proceeds of which are used, in whole or in part, to provide for the payment, at or prior to maturity, together with other moneys available therefor, of all or any portion of the Outstanding 2005 Series A Bonds.

(gg)“Registrar” means the Trustee acting in its capacity as Registrar of the 2005 Series A Bonds in accordance with the Indenture.

(hh)“Regulated Utility Corporation” means, for so long as any Colorado corporation engaged in the generation and distribution of electricity or the transportation and distribution of natural gas is regulated by the Colorado Public Utilities Commission, a corporation (or other entity) engaged in the generation and distribution of electricity or the transportation and distribution of natural gas, which is regulated by the Colorado Public Utilities Commission or a successor thereto that is reasonably acceptable to the Bond Insurer.

(ii)“Tax Certificate” means the Tax Certificate as to Arbitrage and the Provisions of the Internal Revenue Code of 1954 and the Internal Revenue Code of 1986, to be dated the date of original issuance of the 2005 Series A Bonds and to be executed by the County and acknowledged and agreed to by the Company, as from time to time modified pursuant to its terms.

(jj)“Trustee” means U.S. Bank National Association, a national banking association, as trustee under the Indenture, and its successors in trust and their assigns.

(kk)“2005 Series A Bonds” means the series of bonds authorized to be issued under Section 2.01 of the Indenture.

(ll)“Underwriters” means, collectively, Citigroup Global Markets, Inc., BNY Capital Markets, and Goldman Sachs & Co.,  and their respective successors and assigns.

(mm)“Valmont Facilities” means the air and water pollution control facilities currently in operation at the Valmont Steam Electric Generating Station of the Company located within Boulder County, Colorado which are described in Part IV of Exhibit A hereto.

(nn)“Zuni Facilities” means the air and water pollution control facilities currently in operation at the Zuni Steam Electric Generating Station of the Company located

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within the City and County of Denver, Colorado which are described in Part V of Exhibit A hereto.

Section 1.02Rules of Interpretation.

(a)The words “herein” and “hereof” and “hereunder” and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than to any particular section or subdivision of this Agreement.

(b)References in this Agreement to any particular article, section or subdivision hereof are to the designated article, section or subdivision of this Agreement as originally executed.

(c)All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and all computations provided for herein shall be made in accordance with generally accepted accounting principles consistently applied and applied on the same basis as in prior years.

(d)The Table of Contents and titles of articles and sections herein are for convenience of reference only and are not a part of this Agreement and shall not define or limit the provisions hereof.

(e)Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa.

(f)Articles, sections, subsections and clauses mentioned by number only are those so numbered which are contained in this Agreement.

(g)Any opinion of counsel called for herein shall be a written opinion of such counsel.

(h)The County and the Company acknowledge that each of them and their respective counsel have participated in the drafting this Agreement and the Indenture, and, accordingly, agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any supplement or exhibit hereto or the Indenture or any supplement or exhibit thereto.

(i)If not expressly stated, references to the excludability or exclusion of interest on the 2005 Series A Bonds from gross income for federal income tax purposes shall be deemed to mean the excludability or exclusion of interest on the 2005 Series A Bonds (other than 2005 Series A Bonds held by a “substantial user” of the Facilities or a “related person” within the meaning of section 147(a) of the Code) from gross income for federal income tax purposes pursuant to section 103(a) of the Code.

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ARTICLE 2
REPRESENTATIONS AND WARRANTIES

Section 2.01Representations and Warranties of the County.  The County makes the following representations and warranties as the basis for the undertakings on the part of the Company contained herein:

(a)The County is a public body corporate and politic duly organized and existing as a county in the State of Colorado under the Constitution and laws of such State;

(b)The County has the power to enter into this Agreement and to perform and observe the agreements and covenants on its part contained herein, and by proper corporate action has duly authorized the execution and delivery hereof; and

(c)The execution and delivery of this Agreement by the County do not, and consummation of the transactions contemplated hereby and fulfillment of the terms hereof by the County will not, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the County is now a party or by which it is now bound, or any order, rule or regulation applicable to the County of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the County or over any of its properties, or the Constitution or laws of the State of Colorado.

Section 2.02Representations and Warranties of the Company.  The Company makes the following representations and warranties as the basis for the undertakings on the part of the County contained herein:

(a)The Company is a corporation duly organized and existing in good standing under the laws of the State of Colorado;

(b)The Company has the power to enter into this Agreement, to issue the Note,  and to perform and observe the agreements and covenants on its part contained in this Agreement and the Note, and by proper corporate action has duly authorized the execution and delivery hereof;

(c)The Public Utilities Commission of the State of Colorado has approved all matters relating to the Company’s participation in the transactions contemplated by this Agreement which require said approval, and no other consent, approval, authorization or other order of any regulatory body is legally required for the Company’s participation therein, except such as may have been obtained or may be required under the securities laws of any jurisdiction;

(d)The execution and delivery of this Agreement and the issuance of the Note by the Company do not, and consummation of the transactions contemplated hereby and fulfillment of the terms hereof by the Company will not, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is now bound, or the Amended and Restated Articles of Incorporation or Bylaws of the Company, or any order, rule or regulation applicable to the Company of any court or of any regulatory body or administrative

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agency or other governmental body having jurisdiction over the Company or over any of its properties, or any statute of any jurisdiction applicable to the Company;

(e)The 1974 Facilities at the Cherokee Plant are, or, to the extent the 1974 Facilities at the Cherokee Plant are Discontinued Facilities, are or were, located within the boundaries of the County; the 1974 Facilities at the Cameo Plant are, or, to the extent the 1974 Facilities at the Cameo Plant are Discontinued Facilities, are or were, located within Mesa County, Colorado; the 1974 Facilities at the Arapahoe Plant are, or, to the extent the 1974 Facilities at the Arapahoe Plant are Discontinued Facilities, are or were, located within the boundaries of the City and County of Denver, Colorado; the 1974 Facilities at the Zuni Plant are, or, to the extent the 1974 Facilities at the Zuni Plant are Discontinued Facilities, are or were, located within the City and County of Denver, Colorado; and the 1974 Facilities at the Valmont Plant are, or, to the extent the 1974 Facilities at the Valmont Plant are Discontinued Facilities, are or were located within the boundaries of Boulder County, Colorado;

(f)The 1979 Facilities are, or, to the extent the 1979 Facilities are Discontinued Facilities, are or were, located within the boundaries of Morgan County, Colorado;

(g)The 1983 Facilities at the Cherokee Plant are, or, to the extent the 1983 Facilities at the Cherokee Plant are Discontinued Facilities, are or were, located within the boundaries of the County; the 1983 Facilities at the Arapahoe Plant are, or, to the extent the 1983 Facilities at the Arapahoe Plant are Discontinued Facilities, are or were, located within the boundaries of the City and County of Denver, Colorado; and the 1983 Facilities at the Valmont Plant are, or, to the extent the 1983 Facilities at the Valmont Plant are Discontinued Facilities, are or were,  located within the boundaries of Boulder County, Colorado;

(h)The description of the Facilities and the Discontinued Facilities, and the estimated remaining useful lives of the Facilities, set forth in the Engineer’s Certificate are, to the knowledge of the Company, fair and accurate;

(i)The costs of the acquisition, construction and/or installation of the Facilities, including the Discontinued Facilities, were financed with proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, or the 1983 Adams County Bonds, and the Facilities herein described do not include facilities other than those facilities financed with proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, or the 1983 Adams County Bonds;

(j)Substantially all of the proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, and the 1983 Adams County Bonds were used to provide air or water pollution control facilities within the meaning of Section 103(b)(4)(F) of the 1954 Code or, in the case of the 1979 Facilities, solid waste disposal facilities within the meaning of Section 103(b)(4)(E) of the 1954 Code;

(k)The principal of or interest on the 2005 Series A Bonds is not “federally guaranteed” (as defined in Section 149(b) of the Code) in whole or in part by the United States of America or any agency or instrumentality thereof;

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(l)None of the proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, or the 1983 Adams County Bonds were used to provide any airplane, skybox or other private luxury box, health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises;

(m)No proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, or the 1983 Adams County Bonds were used (directly or indirectly) for the acquisition of land (or an interest therein);

(n)No portion of the proceeds of the 1974 Adams County Bonds, the 1979 Morgan County Bonds, or the 1983 Adams County Bonds was used for the acquisition of any property (or an interest therein) the first use of which was not pursuant to such acquisition;

(o)The proceeds of the 1993 Adams County Bonds were applied solely to the refunding of the 1974 Adams County Bonds and the 1983 Adams County Bonds;

(p)The proceeds of the 1993 Morgan County Bonds were applied solely to the refunding of the 1979 Morgan County Bonds; and

(q)The weighted average maturity of the 2005 Series A Bonds is 12.0356 years, and 20% of the average reasonably expected economic life of the Facilities is 12.9661 years; therefore, the weighted average maturity of the 2005 Series A Bonds does not exceed one hundred twenty percent (120%) of the average reasonably expected economic life of the Facilities, for purposes of Section 147(b) of the Code.

(r)The representations and warranties made by the Company in the Tax Certificate are true and accurate, subject to any qualifications set forth therein.

ARTICLE 3
THE FACILITIES

Section 3.01Facilities Property of Company.  The Facilities are and shall be the property of the Company, and the County shall have no right, title or interest therein.  The Facilities may be subject to such liens and encumbrances as determined by the Company, at its sole discretion, by operation of law, or otherwise, and may be sold, assigned, or disposed of by the Company, at its discretion, in accordance with Section 6.08 hereof.

Section 3.02No Warranty of Condition or Suitability by the County.  The County makes no warranty, either express or implied, as to the condition of the Facilities or for the suitability of the Facilities for the Company’s purposes or needs.

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ARTICLE 4
ISSUANCE OF THE 2005 SERIES A BONDS

Section 4.01Issuance of the 2005 Series A Bonds.  In order to assist the Company in the refinancing of the costs of the acquisition, construction and installation of the Facilities, the County shall issue the 2005 Series A Bonds under and in accordance with the Indenture.  The Company hereby approves the issuance of the 2005 Series A Bonds and all terms and conditions thereof.

Section 4.02Redemption of the 1993 Adams County Bonds and the 1993 Morgan County Bonds.  Prior to or upon issuance of the 2005 Series A Bonds, the County, at the direction of the Company, (i) shall direct the 1993 Adams County Bonds Trustee to effect the redemption of the 1993 Adams County Bonds in accordance with the 1993 Adams County Bonds Indenture, and (ii) shall direct the 1993 Morgan County Bonds Trustee to effect the redemption of the 1993 Morgan County Bonds in accordance with the 1993 Morgan County Bonds Indenture.  Such redemption shall be effected prior to the 90^th day following the original issuance of the 2005 Series A Bonds.  The Company shall cause notice of such redemption of the 1993 Adams County Bonds to be given to the owners thereof pursuant to the 1993 Adams County Bonds Indenture and notice of such redemption of the 1993 Morgan County Bonds to be given to the owners thereof pursuant to the 1993 Morgan County Bonds Indenture.

Section 4.03Disposition of 2005 Series A Bond Proceeds.  The County shall direct the Trustee to apply the proceeds from the sale of the 2005 Series A Bonds in accordance with Section 4.01 of the Indenture.

Section 4.04Agreement to Provide Balance of Moneys to Redeem.  On or prior to the date fixed for the redemption of the 1993 Adams County Bonds and the 1993 Morgan County Bonds in accordance with Section 4.02 hereof, the Company shall deliver (i) to the 1993 Adams County Bonds Trustee, an amount that, together with the proceeds of the 2005 Series A Bonds deposited with the 1993 Adams County Bonds Trustee pursuant to Section 4.03 hereof, shall be sufficient to effect the redemption of the 1993 Adams County Bonds in accordance with Section 4.02 hereof, and (ii) to the 1993 Morgan County Bonds Trustee, an amount that, together with the proceeds of the 2005 Series A Bonds deposited with the 1993 Morgan County Bonds Trustee in accordance with Section 4.03 hereof, shall be sufficient to effect the redemption of the 1993 Morgan County Bonds in accordance with Section 4.02 hereof.

ARTICLE 5
PAYMENTS TO BE MADE BY THE COMPANY

Section 5.01Debt Service Payments.  (a) In consideration of the application of the proceeds of the 2005 Series A Bonds in accordance with Article 4 hereof, the Company shall pay to the County moneys at times and in amounts sufficient to provide for the payment when due of the principal of, and premium, if any, and interest on, the 2005 Series A Bonds.  To evidence its obligation to make such payments, the Company, concurrently with the issuance and delivery by the County of the 2005 Series A Bonds, shall issue and deliver to the County the Note.  Upon its

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receipt of the Note, the County shall endorse the Note to the Trustee.  After such assignment by the County to the Trustee, the Note shall not be transferable by the Trustee, except to a successor Trustee in accordance with the terms of the Indenture, and shall be held by the Trustee as security for the payment of the principal of, and redemption premium, if any, and interest on, the 2005 Series A Bonds.

(b)If the Company does not intend, or will be unable, to make any payment on the Note when due, the Company shall provide prompt written notice of such intent or inability to the Trustee and the Bond Insurer or its designee at least two (2) Business Days prior to the date such payment is due.

(c)Any amounts on deposit in the Interest Account of the Bond Fund established under the Indenture at the close of business on the Business Day immediately preceding each Interest Payment Date or any other date on which interest on the 2005 Series A Bonds shall become due shall be credited against payments of interest coming due on such payment date that otherwise would be payable under the terms of Section 5.01(a) hereof and the Note.  Any amounts on deposit in the Principal Account of the Bond Fund established under the Indenture at the close of business on the Business Day immediately preceding the maturity date for the 2005 Series A Bonds or any other date on which principal of the 2005 Series A Bonds shall come due shall be credited against payments of principal coming due on such payment date that otherwise would be payable under the terms of Section 5.01(a) hereof and the Note.

(d)Payment of the principal of, and premium, if any, and interest on, the 2005 Series A Bonds will be payable solely from the Trust Estate pledged therefor pursuant to the Indenture.

(e)Any payment by the Company of the principal or prepayment price of, or interest on, the Note shall be held by the Trustee and, except as provided in Section 10.04 of the Indenture, applied solely to the corresponding payment of principal or redemption price of, or interest on, the 2005 Series A Bonds when due.

Section 5.02Obligation Absolute.  The Company agrees that its obligation to make the payments due hereunder and on the Note shall be absolute, irrevocable and unconditional and shall not be subject to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach by the County or the Trustee or any other party under this Agreement, the Indenture or otherwise, or out of any obligation or liability at any time owing to the Company by the County, the Trustee or any other party, and further that the payments due hereunder and on the Note shall continue to be payable at the times and in the amounts herein and therein specified, whether or not the Facilities or the Plants shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities or the Plants shall be used or useful and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities or the Plants, or for any other reason.

Section 5.03Payment of Expenses.  The Company shall pay, or cause to be paid, all of the Administration Expenses of the County, provided that the payment of the ordinary and

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extraordinary compensation and the reimbursement of expenses and advances of the Trustee are to be made directly by the Company to the Trustee; provided, further, that the Company may contest in good faith the necessity for and the reasonableness of any services, expenses and advances by the Trustee payable by the Company hereunder, and such contest shall not give rise to an Event of Default under this Agreement or the Indenture.  The Company shall pay, promptly upon receipt of bills or invoices therefor, from funds other than the proceeds of the 2005 Series A Bonds, all costs and expenses incident to the issuance of the 2005 Series A Bonds other than those costs and expenses, if any, to be paid by the Underwriters pursuant to the Bond Purchase Agreement.

Section 5.04Indemnification.  (a) The Company releases the County and the Trustee from, agrees that the County and the Trustee shall not be liable for, and agrees to indemnify and hold the County and its elected officials, employees, and agents, past, present, and future, and the Trustee, and its members, directors, officers, employees, and agents (each an “Indemnified Party” and collectively the “Indemnified Parties”), free and harmless from, any losses, claims, damages, liabilities or expenses of every kind, character, and nature arising out of, resulting from, or in any way connected with (i) any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Facilities or the Plants, except in any case as a result of the negligence or bad faith of the County or the Trustee, and (ii) the execution or performance of this Agreement, the issuance or sale of the 2005 Series A Bonds, the acceptance or assignment of the Note in accordance with the terms hereof, the refunding of the 1993 Adams County Bonds and the 1993 Morgan County Bonds, actions taken under the Indenture or any other cause whatsoever pertaining to the Facilities, the Plants or the Discontinued Facilities, except in any case as a result of negligence or bad faith of the County or the Trustee.

(b)Promptly after commencement of any action against an Indemnified Party, such Indemnified Party will notify the Company in writing of such action, and the Company may assume the defense thereof, including the employment of counsel and the payment of all expenses (provided that the omission to so notify the Company will not relieve the Company of any liability to the Indemnified Party hereunder unless the Company was prejudiced in any material respect as a result of such omission). If notice of any such action is given, the Company shall be entitled to participate at its own expense in the defense, or, if it elects, to assume the defense of such action.  If the Company assumes the defense of any such action, the defense will be conducted by counsel chosen by the Company in its discretion and reasonably satisfactory to the Indemnified Party or Indemnified Parties who shall be the defendant or defendants in such action, and any such Indemnified Party shall cooperate fully in such defense and shall bear the fees and expenses of additional counsel retained by it.  If the Company elects not to assume the defense of such action, the Company will reimburse the Indemnified Party or Indemnified Parties, as the case may be, for all reasonable fees and expenses of any counsel retained by such Indemnified Party or Indemnified Parties.  If any Indemnified Party reasonably objects to any such assumption on the ground that there may be legal defenses available to the Company that are different from or in addition to those defenses available to such Indemnified Party, or the Indemnified Party has been advised by counsel that representation of the Indemnified Party and the Company by the same counsel would not be appropriate under applicable standards of professional ethics, the Indemnified Party shall have the right to select separate counsel, satisfactory to the Company, to participate in the defense of such action on behalf of such

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Indemnified Party (it being understood that the Company shall not be liable for the expenses of more than one separate counsel, including local counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances).  The Company shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the Company or if a final judgment for the plaintiff in any such action is given, the Company will indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent indemnification is required hereunder.

(c)To provide for just and equitable contribution if the indemnification contemplated to be provided by the Company to any Indemnified Party is determined to be unavailable for any reason (other than due to application of this Section), the Company shall contribute to the losses or liabilities incurred by the Indemnified Party on the basis of the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, to the maximum amount permitted by applicable law.

(d)The Company shall not be liable for any settlement of any such action or proceeding effected without its prior written consent to the extent such settlement would be prejudicial to the Company; provided, however, if any such action or proceeding is settled with the prior written consent of the Company, or if there is a final judgment for the plaintiff in any such action or proceeding with respect to which the Company shall have received notice in accordance with subsection (b) above, the Company agrees to indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e)The obligations of the Company under this Section 5.04 are independent of any other contractual obligation of the Company to provide indemnity to the parties named herein, and the obligation of the Company to provide indemnity hereunder may not be interpreted, construed or limited in light of any other separate indemnification obligation of the Company.  Any Indemnified Party is entitled simultaneously to seek indemnity under this Section 5.04 and any other provision under which it is entitled to indemnity from the Company.

(f)The obligations of the Company under this Section shall survive the termination or expiration of this Agreement and the payment or defeasance of the 2005 Series A Bonds and shall continue in full force and effect until the later of (i) the date, reasonably determined pursuant to an agreement or acknowledgment by the parties hereto, after which there is no longer a possibility that an Indemnified Party may incur any losses, claims, damages, liabilities or expenses for which the Company shall be liable for indemnification under this Section 5.04, and (ii) payment in full by or on behalf of the Company of any losses, claims, damages, liabilities or expenses for which the Company is required to pay indemnification hereunder.

Section 5.05Payments to the Bond Insurer.  The Company shall pay, or cause to be paid, when due all amounts payable by the Company to the Bond Insurer under the Insurance Agreement, in accordance with the terms thereof; provided, however, that, with respect to any payment default under the Insurance Agreement that gives rise to default under this Section 5.05, any cure, or waiver or rescission of such payment default and its consequences under the

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Insurance Agreement shall automatically, without further action, be and be deemed as a cure, waiver, or rescission of such default under this Section 5.05 and the consequences thereof under this Agreement, unless (i) as a consequence of such default, an Event of Default under this Agreement and an Event of Default under the Indenture shall have occurred and the principal of the 2005 Series A Bonds shall have been declared immediately due and payable pursuant to Section 9.02 of the Indenture, or (ii) the 2005 Series A Bonds are no longer Outstanding.  For purposes of Section 8.01(a) of the Indenture, the Company shall be deemed to have complied with this Section 5.05 if and to the extent the Bond Insurer shall have been reimbursed through exercise of its subrogation rights under the Indenture or pursuant to the Insurance Agreement or otherwise for any amounts paid under the Financial Guaranty Insurance Policy.

Section 5.06Amounts Remaining in Bond Fund.  To the extent not required to pay the principal of, or premium, if any, or interest on, any 2005 Series A Bonds, the fees, charges and expenses of the Trustee due hereunder or under the Indenture, all amounts owed by the Company to the Bond Insurer under the Insurance Agreement, and the payment of all other amounts due and payable under this Agreement or the Indenture, any amounts remaining in the Bond Fund established under the Indenture upon expiration or sooner termination of this Agreement shall belong to the Company; and such balance shall be paid to the Company promptly in accordance with Section 8.01 of the Indenture.

ARTICLE 6
SPECIAL COVENANTS

Section 6.01Maintenance of Corporate Existence; Merger, Consolidation, and Disposition of Assets.  The Company shall maintain its corporate existence, and may not dissolve or otherwise dispose of all or substantially all of its assets, or consolidate or merge, unless either (A) after such consolidation or merger, the Company shall be the surviving corporation or business entity, or (B) if, after such consolidation, merger or sale, the Company shall not be the surviving corporation or business entity, such surviving corporation or business entity is a Regulated Utility Corporation and, prior to or simultaneously with such consolidation, merger or sale, such surviving corporation or business entity executes and delivers a written agreement, in form and substance reasonably satisfactory to the Trustee and the Bond Insurer, that the surviving corporation or business entity assumes all of the obligations of the Company under this Agreement, the Note, and the Insurance Agreement.

Section 6.02Further Assurances.  If the County or the Company reasonably determines that the execution and delivery of a supplement hereto or further instruments are necessary to ensure that the intentions of the parties hereto are met or the facilitation of the performance of this Agreement by either party, the County and the Company shall cooperate with each other to take such reasonable steps necessary to execute and deliver such documents and shall execute and deliver, or cause the execution and delivery of such documents, promptly upon request therefor.

Section 6.03Tax Covenant with Respect to 2005 Series A Bonds.  (a) Each of the County and the Company covenants that (i) it will not take any action or omit to take any action

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if such action or omission would adversely affect the excludability of the interest on the 2005 Series A Bonds from gross income for federal income tax purposes under Section 103 of the Code, except for interest during any period during which any 2005 Series A Bond is held by a “substantial user” of the Facilities or a “related person” as such terms are used in Section 147(a) of the Code; and (ii) it will take, or require to be taken, such actions as may be reasonably within its ability or control as may from time to time be required under applicable law or regulation to continue the excludability of interest on the 2005 Series A Bonds from gross income for federal income tax purposes as aforesaid.  In furtherance of the covenants set forth in clauses (i) and (ii) above, each of the County and the Company agrees to comply with all of its representations, warranties, and covenants set forth in the Tax Certificate, and the representations, warranties, and covenants set forth in such Tax Certificate are hereby incorporated herein by reference as if they had been set forth herein in their entirety.

(b)Each of the County and the Company covenants that it will not take any action or fail to take any action with respect to the 2005 Series A Bonds within its ability or control if such action or failure to take action would cause the 2005 Series A Bonds to become “arbitrage bonds” within the meaning of Section 148 of the Code, and any regulations promulgated or proposed to be promulgated thereunder or under Section 103(c) of the 1954 Code.

(c)For so long as necessary in order to maintain the excludability of the interest on the 2005 Series A Bonds from gross income for federal income tax purposes as set forth above, the representations, warranties, and covenants contained or incorporated by reference in this Section 6.03 shall remain in full force and effect.

Section 6.04Maintenance of the Facilities.  To the extent the Facilities are not Discontinued Facilities, the Company shall, at its own expense, at all times maintain, preserve and keep the Facilities, and each element and unit thereof, in thorough repair, working order and condition, and from time to time make all needful and proper repairs and renewals thereto; provided, however, that the Company may discontinue the operation of the Facilities, or any element or unit thereof, if, in the judgment of the Company, it is no longer advisable to operate the same, or if the Company intends to sell or dispose of the same and within a reasonable time shall endeavor to effectuate such sale or disposition.  If the Company elects to discontinue the operation of, or sell or dispose of, any of the Facilities set forth in Exhibit A attached hereto, the Company shall provide notice of such discontinuance, sale or disposition to the Trustee, and such Facilities shall be considered Discontinued Facilities hereunder.

Section 6.05Insurance of the Facilities.  The Company shall keep all the insurable Facilities (other than Discontinued Facilities) insured against fire and other risks to the extent usually insured against by companies owning and operating similar property, by reputable insurance companies or, at the Company’s election, with respect to all or any element or unit of such Facilities, by means of an adequate insurance fund set aside and maintained by it or in conjunction with other companies through an insurance fund, trust or other agreement.

Section 6.06Application of Insurance Proceeds and Condemnation Awards.  (a) If as a result of any damage to, or destruction of, or loss suffered by all or any part of the Facilities the

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Company receives proceeds of any claim for insurance or otherwise relating thereto, such proceeds shall be property of the Company, and the County shall have no interest therein.

(b)If (i) as a result of any condemnation or other taking by governmental authorities of all or any part of the Facilities the Company receives a condemnation award or other proceeds to compensate the Company for such taking, or (ii) the Company receives moneys upon sale of all or any part of the Facilities in lieu of condemnation, such condemnation awards, other proceeds, or sale proceeds shall be property of the Company, and the County shall have no interest therein.

Section 6.07Use of Facilities.  Subject to the Company’s right to discontinue use of, sell or dispose of any or all of the Facilities, the Company shall cause the Facilities to be used for the purpose of (i) air or water pollution control as described in Section 103(b)(4)(F) of the 1954 Code, or (ii) the disposal of sewage or solid waste within the meaning of Section 103(b)(4)(E) of the 1954 Code.  In addition, for so long as the Company operates the Facilities, the Company shall cause the Facilities to be used as a utility plant, pollution control facilities or solid waste disposal facilities, as the case may be, within the meaning of the Act.

Section 6.08Discontinuance, Sale or Other Disposition of the Facilities.  The Company, at its discretion, may discontinue use of, sell or dispose of any or all of the Facilities, subject to the restrictions and limitations under Sections 5.02, 6.01, 6.03, and 7.01 hereof.

Section 6.09Financing Statements.  The Company is hereby authorized to file, or cause to be filed, such financing statements, amendments to financing statements, and continuation statements referred to in Section 7.07 of the Indenture, if any, without any execution, further authorization, or any other action by the County; provided that the Company shall coordinate with the Trustee as to the filing of any such financing statements, amendments to financing statements, and continuation statements. Promptly after any such filing by or caused by the Company, the Company shall deliver, or cause to be delivered, to the Trustee evidence, reasonably satisfactory to the Trustee, that such filing has been duly accomplished and setting forth the particulars thereof.

Section 6.10Information Reporting Requirements.  The County covenants that it shall, with respect to the 2005 Series A Bonds, comply with the information reporting requirements of Section 149(e) of the Code upon receipt from the Company of the information required to be reported under that Section.  The Company covenants that it shall furnish to the County whatever information is necessary for the County to complete Form 8038 of the U.S. Department of Treasury, Internal Revenue Service and that such information shall be complete and accurate as of the date so furnished.

ARTICLE 7
ASSIGNMENT

Section 7.01Assignment by the Company.  In addition to an assumption of the Company’s obligations hereunder in connection with a merger, consolidation, or sale of all or substantially all of the assets of the Company in accordance with Section 6.01 hereof, the

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Company’s interest in this Agreement may be assigned, in whole or in part, without obtaining the consent of either the County or the Trustee, but subject to the prior written consent of the Bond Insurer, if the following conditions are satisfied to the satisfaction of the Trustee: (i) the assignee shall assume all of the obligations of the Company under this Agreement, the Note, and the Insurance Agreement; (ii) the Company, at or prior to such assignment, shall furnish or cause to be furnished to the County and the Trustee written notice of such assignment and assumption; and (iii) the Company shall, within fifteen (15) days after the delivery thereof, furnish to the County and the Trustee a true and complete copy of the agreements or other documents effectuating any such assignment and assumption.  No such assignment and assumption made pursuant to this Section 7.01 shall relieve the Company from primary liability for any of its obligations hereunder or on the Note, and the Company shall continue to remain primarily liable for payment of the amounts specified herein and on the Note and for the performance and observance of the other covenants on its part contained herein, other than those covenants relating to the operation, maintenance, or insurance of the Facilities, which covenants (to the extent of the interest assigned, leased or sold and to the extent assumed by the assignee, lessee or purchaser) shall be deemed to be satisfied and discharged.

Section 7.02Assignment by the County.  Solely pursuant to the Indenture, the County shall assign its interest in, and pledge any moneys receivable by the County under, this Agreement and the Note, except for it rights under Sections 5.03, 5.04 and 8.04 hereof, as security for the payment of the principal of, and premium, if any, and interest on, the 2005 Series A Bonds.  The Company consents to such assignment and pledge.

ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES

Section 8.01Events of Default.  Each of the following events shall constitute and is referred to in this Agreement as an “Event of Default”:

(i)a failure by the Company to pay when due the principal of, or premium, if any, or interest on, the Note, and such failure results in a default in the full and timely payment of the principal of, or premium, if any, or interest on, the 2005 Series A Bonds when due;

(ii)a failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Agreement or the Note, other than its agreement to pay when due the principal of, or premium, if any, or interest on, the Note, and, with respect to any such failure other than a failure to observe or perform the covenants, conditions and agreements contained in Section 6.03 hereof, continuance of such failure for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Company by the Trustee, unless the County and the Trustee shall agree in writing, subject to the prior written consent of the Bond Insurer, to an extension of such period prior to its expiration; provided, however, that the County and the Trustee shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such

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period and is being diligently pursued, but such extension shall be subject to the prior written consent of the Bond Insurer;

(iii)if and for so long as “Securities” within the meaning of the Company Mortgage have been issued thereunder by the Company to, and are held by, the Bond Insurer in accordance with the Insurance Agreement, acceleration of the payment of any “Securities” upon the occurrence of an “Event of Default” under Section 1001 of the Company Mortgage; provided, however, that any rescission, waiver, or cancellation of such “Event of Default” under the terms of the Company Mortgage shall be deemed to be a rescission, waiver, or cancellation of an Event of Default under this clause (iii); or

(iv)if no Bond Insurer Default has occurred and is continuing, receipt of written notice from the Bond Insurer that an “event of default” under the Insurance Agreement has occurred and is continuing; provided, however, that any rescission, waiver, or cancellation of such “event of default” under the Insurance Agreement shall be deemed to be a rescission, waiver, or cancellation of an Event of Default under this clause (iv).

Section 8.02Remedies.

(a)Upon the occurrence and continuance of any Event of Default described in Section 8.01 hereof, the Trustee, as the holder of the Note, subject to the provisions of the Indenture:

(i)may declare, by written notice to the Company and the County, subject to the prior written consent of the Bond Insurer, and shall declare, by written notice to the Company and the County, at the written direction of the Bond Insurer or upon the occurrence of an Event of Default specified in Section 8.01(iii) hereof or acceleration of the maturity of the 2005 Series A Bonds pursuant to Section 9.02 of the Indenture, an amount equal to the principal of and accrued interest on the Note to be immediately due and payable, whereupon the same shall become immediately due and payable; and

(ii)may take whatever action at law or in equity may appear necessary or desirable to collect the amounts payable by the Company under this Agreement and under the Note then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant by the Company under this Agreement or the Note, whether by an action for specific performance or in aid of the execution of any other power granted herein or in the Indenture.

(b)Any amounts collected from the Company pursuant to this Section 8.02 shall be applied in accordance with the Indenture.

Section 8.03No Remedy Exclusive.  No remedy conferred upon or reserved to the Trustee hereby is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.  No delay or omission to

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exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient.  In order to entitle the Trustee to exercise any remedy reserved to it in this Article 8, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.

Section 8.04Reimbursement of Attorneys’ Fees.  If the Company shall default under any of the provisions hereof and the County and/or the Trustee shall employ attorneys or incur other reasonable expenses for the collection of payments due hereunder or on the Note or for the enforcement of performance or observance of any obligation or agreement on the part of the Company contained herein, the Company will on written demand therefor reimburse the County and/or the Trustee, as the case may be, for the reasonable fees of such attorneys and such other reasonable expenses so incurred.

Section 8.05Waiver of Breach.  In the event any obligation created hereby shall be breached by either of the parties and such breach shall thereafter be waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.  In view of the assignment of certain of the County’s rights and interests hereunder to the Trustee, the County shall have no power to waive any default hereunder by the Company in respect of such rights and interests without the consent of the Trustee, and the Trustee may exercise any of the rights of the County hereunder.

ARTICLE 9
REDEMPTION OR DEFEASANCE OF THE 2005 SERIES A BONDS

Section 9.01Right to Effect Redemption or Defeasance.  The Company shall have the right, at its discretion, to cause a redemption of all or a portion of the 2005 Series A Bonds pursuant to Section 2.02(e)(i), (ii) and (iv) of the Indenture, at the respective redemption prices set forth in such provisions, and otherwise to cause a defeasance of all or a portion of the 2005 Series A Bonds Outstanding pursuant to Section 8.01 of the Indenture.  If the Company elects to exercise such right to cause a redemption or a defeasance, (i) the County shall take the actions required by the Indenture (other than the payment of moneys or the deposit of Government Obligations) to discharge the lien thereof through the redemption, or provision for payment or redemption, of all 2005 Series A Bonds then Outstanding, or to effect the redemption, or provision for payment or redemption, of less than all of the 2005 Series A Bonds then Outstanding, and (ii) the Company shall take such actions necessary to prepay the Note in connection therewith.

Section 9.02Exercise of Right to Redeem or Defease.  To exercise its right to cause a redemption or defeasance of all or a portion of the 2005 Series A Bonds, the Company shall give written notice to the County and the Trustee (i) stating that the Company has elected to exercise such right, (ii) designating the aggregate principal amount of the 2005 Series A Bonds to be redeemed or defeased, (iii) designating the aggregate principal amount of the 2005 Series A Bonds of each maturity, if applicable, to be paid, redeemed, or defeased, (iv) if all or a portion of the 2005 Series A Bonds are to be redeemed or otherwise defeased, specifying the date of

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redemption or the date on which a defeasance of such 2005 Series A Bonds shall occur under Section 8.01 of the Indenture, which shall not be less than forty-five (45) days from the date such notice is given, and (v) if all or a portion of the 2005 Series A Bonds are to be redeemed, designating whether such 2005 Series A Bonds are to be redeemed pursuant to Section 2.02(e)(i), (ii), or (iv) of the Indenture.  In addition, in connection with any redemption or defeasance, the Company shall provide, or cause to be provided, such certificates, opinions, and other documents required by Section 8.01 of the Indenture, and, if applicable, shall cause drafts of any certificate or report of independent certified public accountants required by clause (iv) of Section 8.01(b) of the Indenture and any opinion of Bond Counsel required by clause (v) of Section 8.01(b) of the Indenture to be furnished to the Trustee and the Bond Insurer for review no later than ten (10) Business Days prior to the date on which the applicable defeasance of 2005 Series A Bonds to which such documents relate is proposed to occur.  Unless otherwise stated therein, any notice by the Company as to the election to cause a redemption or defeasance of all or a portion of the 2005 Series A Bonds shall be revocable by the Company at any time prior to the time before receipt by the Trustee of the moneys tendered to effect such redemption or defeasance.  If such election by the Company is revocable and the Company does not revoke, rescind or cancel such election, or if such election by the Company is irrevocable, the Company shall deposit, or cause to be deposited, with the Trustee, in immediately available funds, not later than the date selected by the Company for redemption or defeasance of all or a portion of the 2005 Series A Bonds as aforesaid, moneys, and/or Government Obligations the maturing principal of and interest on which when due shall be in an amount that together with such moneys shall be, in an amount sufficient to effect the redemption or defeasance of such 2005 Series A Bonds.  The Company shall not exercise its option to redeem the 2005 Series A Bonds pursuant to Section 2.02(e)(ii) of the Indenture unless (i) (A) the Company or the successor corporation or business entity referred to therein shall have deposited an amount sufficient to pay the redemption price of the 2005 Series A Bonds to be redeemed pursuant to said Section 2.02(e)(ii) and accrued interest thereon into the Bond Fund established under the Indenture on or prior to the 124^th day preceding the date fixed for redemption or (B) the Bond Insurer shall have waived in writing the requirement that such deposit be made; and (ii) the Company or such successor corporation or business entity, from which funds are received to effect such redemption, shall have caused the Trustee and the Bond Insurer to be furnished with letters from Moody’s and S&P confirming that the senior secured debt securities of the Company or such successor corporation or business entity, as applicable, are then rated investment grade by Moody’s and S&P.

Section 9.03Mandatory Prepayment.  If and to the extent the 2005 Series A Bonds are subject to mandatory redemption pursuant to Section 2.02(e)(iii) of the Indenture, the Company shall deposit, or cause to be deposited, with the Trustee, in immediately available funds, by no later than 10:00 a.m. prevailing time in the city in which the Principal Office of the Trustee is located, on the date fixed for such redemption, moneys and/or Government Obligations the maturing principal of which and interest on which shall be due at times and in an amount that, together with such moneys, if any, shall be sufficient to effect such redemption.

Section 9.04Purchase of 2005 Series A Bonds.  The Company may at any time, and from time to time, furnish moneys to the Trustee accompanied by a written notice directing the Trustee to apply such moneys to the purchase in the open market of 2005 Series A Bonds in the principal amount specified in such notice.  Upon any such purchase, the purchased 2005 Series A Bonds shall be canceled by the Trustee.

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Section 9.05Amendment of Note Upon Partial Redemption or Purchase of 2005 Series A.  If the 2005 Series A Bonds are redeemed in part or purchased in part as provided in this Article 9, the Company shall execute and deliver, subject to the prior written consent of the Trustee and the Bond Insurer, an amendment to the Note to modify the “Principal and Interest Payment Schedule” attached thereto so that the payments of the principal and interest set forth therein conform to the regularly scheduled payments of principal of and interest on the 2005 Series A Bonds that remain Outstanding after such redemption or purchase.

ARTICLE 10
RIGHTS OF THE BOND INSURER

Section 10.01Rights of the Bond Insurer.  The County and the Company acknowledge and agree to the rights of the Bond Insurer under the Indenture.  The Bond Insurer is a third-party beneficiary of this Agreement and the Indenture.

Section 10.02Reporting Requirements.  While the Financial Guaranty Insurance Policy is in effect, the Company shall furnish to the Bond Insurer (to the attention of the Surveillance Department, unless otherwise indicated):

(a)as soon as practicable after the filing thereof, a copy of any financial statement of the Company and a copy of any audit and annual report of the Company; and

(b)such other additional information the Bond Insurer may reasonably request.

Section 10.03Limitation on Rights of the Bond Insurer.  Notwithstanding any provision in the Indenture or this Agreement to the contrary, the Bond Insurer shall have no rights under the Indenture or this Agreement, other than rights of subrogation as provided in the Indenture if and to the extent that the Bond Insurer has made payments with respect to the principal of or interest on the 2005 Series A Bonds under the Financial Guaranty Insurance Policy, if and for so long as a Bond Insurer Default has occurred and is continuing; provided, however, that, notwithstanding any such Bond Insurer Default, the Bond Insurer shall be given copies of notices and other communications it is required to receive pursuant to Section 10.02 hereof or Section 11.02 hereof.

ARTICLE 11
MISCELLANEOUS

Section 11.01Term of Agreement.  This Agreement shall remain in full force and effect from the date hereof until the right, title and interest of the Trustee in and to the Trust Estate shall have ceased, terminated and become void in accordance with Article VIII of the Indenture or until all payments required under this Agreement shall have been made.

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Section 11.02Notices.  Except as otherwise provided in this Agreement, all notices, certificates, requests and other communications hereunder shall be in writing and shall be sufficiently given and shall be deemed given when mailed by first class mail, postage prepaid, addressed as follows: if to the County, at 450 S. Fourth Avenue, Brighton, Colorado 80601, Attention: County Attorney; if to the Company, c/o Xcel Energy Inc., 800 Nicollet Mall, Suite 2900, Minneapolis, Minnesota 55402, Attention: Treasurer; and if to the Trustee, at such address as shall be designated by it in the Indenture.  A copy of each notice, certificate, request or other communication given hereunder to the County, the Company or the Trustee shall be also given to the others and to the Bond Insurer at 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management.  The County, the Company, the Trustee or the Bond Insurer may by notice given hereunder designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent.

Any notice, consent, certificate, request or other communication given by the County, the Company, or the Trustee hereunder shall be given concurrently, and in the same manner, to the Bond Insurer.

Section 11.03Governing Law.  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

Section 11.04Payments and Performance Due on Holidays.  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 Agreement, shall not be a Business Day, 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 Agreement, and no interest shall accrue for the period after such nominal date.

Section 11.05Parties in Interest.  Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the County, the Company, the Trustee, the Bond Insurer, and the Owners of the 2005 Series A Bonds, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation hereof, and all covenants, conditions and stipulations in this Agreement contained by and on behalf of the Company and the County shall be for the sole and exclusive benefit of the County, the Company, the Trustee, the Bond Insurer and the Owners of the 2005 Series A Bonds.

Section 11.06No Pecuniary Liability of the County.  No provision, covenant or agreement contained in this Agreement, or any obligations herein imposed upon the County, or the breach thereof, shall constitute an indebtedness of the County or any political subdivision thereof within the meaning of any Colorado constitutional provision or statutory limitation or constitute or give rise to any pecuniary liability or a Multiple Fiscal Year Direct or Indirect Debt or Other Financial Obligation of the County under Article X of the Colorado Constitution, or a charge against its general credit or taxing powers.  In making the agreements, provisions and covenants set forth in this Agreement, the County has not obligated itself except with respect to the application of the revenues, income and all other property derived pursuant to this Agreement, as hereinabove provided.  None of the County’s officials, officers or employees shall

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have any monetary liability arising out of the obligations of the County hereunder or in connection with any covenant, representation or warranty made by the County herein.

Section 11.07Amendments.  This Agreement may be amended only by written agreement of the parties hereto, subject to the limitations set forth herein and in the Indenture.

Section 11.08Counterparts.  This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement.

Section 11.09Severability.  If any clause, provision or section of this Agreement shall, for any reason, be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein.  In case any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the County or the Company, as the case may be, to the full extent permitted by law.

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IN WITNESS WHEREOF, the parties hereto have caused this Financing Agreement to be duly executed as of the day and year first above written.

	ADAMS COUNTY, COLORADO
	By:		/S/ LARRY W. PACE
			Chair, Board of County
			Commissioners
(SEAL)
Attest:
/S/ KRISTEN HOOD
Deputy County Clerk and Recorder
	PUBLIC SERVICE COMPANY OF
	COLORADO
	By:	/S/ GEORGE E. TYSON II
		Vice President and Treasurer
(SEAL)
Attest:
/S/ PATRICE D. BLAESER
Assistant Secretary

STATE OF COLORADO	)
	) SS.
COUNTY OF ADAMS	)

On this 10th day of August, 2005, before me personally appeared Larry W. Pace and Kristen Hood, the Chairman of the Board of County Commissioners and the Deputy County Clerk and Recorder, respectively, of ADAMS COUNTY, COLORADO, a public body corporate and politic organized and existing under the Constitution and laws of the State of Colorado, one of the parties that executed the within and foregoing instrument, and the said Larry W. Pace and Kristen Hood, severally, acknowledged the said instrument to be the free and voluntary act and deed of said County, 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 official seal of said County.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

My notarial commission expires March 18, 2006

  /S/ LINDA A. ROBLYER

Notary Public

(SEAL)

STATE OF MINNESOTA	)
	) SS.
COUNTY OF MINNEAPOLIS	)

On this 12th day of August, 2005, before me personally appeared George E. Tyson II and Patrice D. Blaeser the Vice President and Treasurer and an 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 parties that executed the within and foregoing instrument, and the said 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.

My notarial commission expires 1-31-2010

  /S/ Pamela C. Wilson

Notary Public

(SEAL)

2

EXHIBIT A

FACILITIES

Part I – Arapahoe Facilities

Acid resistant lining for the Unit No. 3 and Unit No. 4 stack consisting of: the addition of an acid resistant cement to the existing liner.

A fabric filter dust collector (“FFDC”) for Unit No. 4 consisting of: twelve compartments of 34’ x 1’ filtering bags, ash collection hoppers, ductwork, supporting structures, foundations, two reverse air fans, electrical controls, and other related equipment and facilities including the remaining ductwork of the existing mechanical collector.

Part II – Cameo Facilities

That portion of the emission monitoring equipment remaining following modification to the Unit No. 2 air pollution control equipment.

Part III – Cherokee Facilities

That portion of the wet scrubbers remaining following modification to the air pollution control equipment.

Electrical equipment on the Unit No. 1 and Unit No. 3 scrubbers consisting of one 115,000 volt oil circuit breaker, one 115,000 volt to 13,000 volt stepdown transformer, power cable, two 13,000 volt to 4,160 volt transformers, switchgear, protective equipment, building, heating, lighting, and other related equipment.

Acid resistant lining for the Unit No. 1 and Unit No. 2 stack consisting of: sandblasting the inner liner and adding an acid resistant coating.

Acid resistant lining for the Unit No. 3 stack consisting of: sandblasting the inner liner and adding an acid resistant coating.

Acid resistant lining for the Unit No. 4 stack consisting of: sandblasting the inner liner, adding an acid resistant coating and new breaching opening.

Opacity monitoring equipment on Units No. 1-4 remaining following modification to the air pollution control equipment.

A fly ash removal system for Unit No. 1 consisting of: valves, piping, ash silo, air conveying system, and other related equipment.

Modifications to the plant waste water management infrastructure consisting of: the addition of a plant effluent line, a Parshall flume, instrumentation, a meter house, an effluent

A-1

diversion structure, a clarifier to remove suspended solids from an ash pond overflow, clarification ponds, a neutralization facility, and other related equipment.

An FFDC for Unit No. 1 consisting of: twelve compartments for 34’ x 1’ filtering bags, ash collection hoppers, ductwork, supporting structures, foundations, two reverse air fans, electrical controls, and other related equipment and facilities including the remaining ductwork of the existing mechanical collector.

Part IV – Valmont Facilities

That portion of the wet scrubber and related plant wastewater management infrastructure remaining following modification to the air pollution control equipment.

A fly ash removal system for Unit No. 5 consisting of: valves, piping, air conveying system, hydroveyor and other related equipment.

Opacity monitoring equipment and related wiring and equipment remaining following modification to the air pollution control equipment.

An FFDC for Unit No. 5 consisting of: sixteen compartments of 34’ x 1’ filtering bags, ash collection hoppers, ductwork, supporting structures, foundations, two reverse air fans, electrical controls, and other related equipment and facilities including the remaining ductwork of the existing mechanical collector.

Part V – Zuni Facilities

An oil storage system consisting of: a 12 million gallon oil storage facility including (3) 4-million gallon tanks, berms, unloading and transfer pumps, truck and rail unloading facilities, necessary controls, and other related equipment.

Installation of a 100 percent capacity fuel oil burning system on the Unit No. 3 steam generating boiler consisting of: 12 main burner assemblies, 6 pilot assemblies, piping, controls and safety devices, fuel heating and pumping equipment, and other related equipment.

Part VI – Pawnee Facilities

Electrostatic Precipitator System. This system removes particulates consisting of fly ash from flue gases prior to emission into the atmosphere.  This system was replaced with a Fabric Filter Dust Collector (“FFDC”).  However, remaining equipment includes: isolation devices permitting a shutdown of individual modules, electrical controls, power supplies, support steel, foundations and floor slabs for the precipitator, and foundations for duct support steel.

Fly Ash Removal System.  The fly ash removed from the flue gas by the FFDC is stored and disposed of by a fly ash removal system.  These facilities consist of: a storage silo, blowers, valves, piping, an air conveying system, and functionally related and subordinate equipment.

A-2

Clay Liner at Fly Ash Disposal Pond.  The fly ash is conveyed from the FFDC to the fly ash storage silo.  From the silo, the ash is hauled by truck to the fly ash disposal pond.  This pond is lined with clay to prevent the discharge of contaminants into the surface water or groundwater.

Clarifier—Softener Underflow Treatment System.  These facilities consist of: a sludge thickener, supernatant tank and supernatant pumps, associated piping, and controls.  The system treats waste effluent from the incoming water treatment system by removing pollutants for disposal in cake-form in the ash ponds.

Waste Water Concentrators.  The concentrators are an element of the zero water discharge system.  The concentrators are heater evaporators used to separate pollutants from the cooling tower blowdown water.  The system discharges waste to the Decant Pit for subsequent draining to Evaporation Pond A.  The system includes: concentrator feed pumps, a pumphouse, piping, the concentrators themselves, and electrical equipment necessary for operation of the concentrators.

Sanitary Sewage Treatment Plant.  This plant, for the treatment of domestic sewage, consists of: a sewage treatment building, interior mechanical equipment and sewer lines.

Coal Storage Lining and Run-off Pond.  The coal pile storage area and the coal pile run-off pond are lined with a clay liner to prevent coal pile run-off water from entering and polluting the groundwater.

Evaporation Pond System.  The evaporation pond system is also an element of the zero water discharge system.  It consists of four man-made ponds.  The ponds receive contaminated waters from various drain systems within the Plant.  The ponds are lined with impervious membrane liners to prevent polluted waters from discharging into the surface water or groundwater.

Other Lined Storage Ponds.  These ponds are an element of the zero water discharge system.  The pond system consists of: a high quality of water storage pond, an intermediate quality of water storage pond, a bottom ash water storage pond, an ash water recovery pond, and a Pond “L”.  All ponds are lined with impervious membrane liners to prevent the discharge of polluted water into the surface water or groundwater.

Decant Pit.  This is a concrete pit coated with a corrosive-resistant material.  The waste brine slurry from the waste water concentrators will be collected in a decant pit to allow suspended solvents to settle; the supernatant will overflow into the evaporation pond.  The decant pit will prevent discharge of polluted water into the surface water or groundwater.

Waste Water Neutralization Tank and Oil Skimmer.  The neutralization tank is a tank which combines acidic and basic waste water for neutralization, thus preventing damage to the evaporation ponds upon discharge.  The oil skimmer is a basin used to separate oil from water.

A-3

EXHIBIT B

DISCONTINUED FACILITIES

Part I – Arapahoe Facilities

A wet scrubber for Unit No. 4 consisting of: one UOP/ACD three stage Model 5690 wet scrubber, a booster fan with 4,000 horsepower electric drive motor, three recirculation pumps and 350 horsepower electric drive motors, miscellaneous electrical switchgear, piping and ductwork, test platforms, continuous monitoring instrumentation, and other related equipment.

A gas conditioning system consisting of: one UOP/ACD acid evaporator to produce acid vapor from liquid sulfuric acid to condition the fly ash in the flue gas including an acid storage tank, an acid day tank, metering pumps, vaporizing towers, air compressors, heating elements, piping and ductwork, continuous monitoring and control instrumentation, and other related equipment.

The gas conditioning system for Unit No. 2 consisting of: injection probes and a system skid containing an air blower, vaporizer and a catalytic converter to increase the existing precipitator’s efficiency.

One cold side precipitator for Unit No. 1 consisting of: the necessary ductwork, collection box and hoppers, collecting curtains and emitter wires, electrical controls, power supplies and rectifiers, ash removal system, and other related equipment.

A plant waste water management infrastructure for the scrubber slurry blowdown from the Unit No. 4 scrubber consisting of: neutralization facilities, lime feed and handling equipment, electrical power supplies and controls, and other related equipment.

Part II – Cameo Facilities

A gas conditioning system for the Unit No. 2 Electrostatic Precipitator consisting of: one UOP/ACD acid evaporator to produce acid vapor from liquid sulfuric acid to condition the fly ash in the flue gas including an acid storage tank, acid day tank, metering pumps, vaporizing towers, air compressors, heating elements and other miscellaneous electrical equipment, piping and ductwork, continuous monitoring and control instrumentation, and other related equipment.

A portion of the emission monitoring equipment for Unit No. 2 consisting of: a flue gas sampling and monitoring system.

A portion of the Unit No. 2 precipitator consisting of: foundations and structures retained for use with subsequent modifications to the air pollution control equipment.

A precipitator for Unit No. 1 consisting of: collecting plates, emitter wires, transformer rectifiers, power supply, rappers, instrumentation and controls, and other related equipment.

Part III – Cherokee Facilities

A Lodge Cottrell, Inc. gas conditioning facility to convert liquid stabilized sulfur trioxide to its gaseous state for Unit Nos. 1, 2 and 4 consisting of: a sulfan building and a sulfan storage tank, four steam heated evaporators, three instrument air compressors, air receiver, air dryers, two natural gas fired boilers, connecting and distribution piping, miscellaneous electrical switchgear, continuous monitoring and control instrumentation, and other related equipment.

B-1

A wet scrubbing unit facility for Unit No. 1 consisting of: one UOP/ACD three stage Model 6000 wet scrubber, two booster fans with 2,000 horsepower electric drive motors, four recirculation pumps with 250 horsepower electric drive motors, miscellaneous electrical switchgear, piping and ductwork, test platforms, continuous monitoring equipment, and other related equipment.

A wet scrubbing unit facility for Unit No. 3 consisting of: one UOP/ACD three stage Model 6700 wet scrubber with three internal compartments, two booster fans with 2500 horsepower electric drive motors, five recirculation pumps with 250 horsepower electric drive motors, miscellaneous electrical switchgear, piping and ductwork, test platforms, continuous monitoring and control instrumentation, and other related equipment.

A wet scrubbing unit facility for Unit No. 4 consisting of: four UOP/ACD three stage Model 4200 wet scrubbers, four booster fans with 3,000 horsepower electric drive motors, twelve recirculation pumps with 250 horsepower electric drive motors, miscellaneous electrical switchgear, piping and ductwork, test platforms, continuous monitoring instrumentation, and other related equipment.

Sulfan Building Vapor Control consisting of: a berm around the storage tank draining to a fibre glass tank, a foam system to suppress the SO₃ vapor, equipment as needed to vapor proof the building, and other related equipment.

Phase I of modification of ash removal system consisting of: two Gould ash water pumps with 250 horsepower General Electric motor drives, a 10-inch ash water supply line, sixteen United Conveyor Corporation modified wet type bottom hoppers with four jet pulsion pumps and related equipment, a 10-inch Allen-Sherman-Hoff Ascholite ash sluice pipeline, a 12-inch tie line, and other related equipment.

That portion of Phases II and III of modification to the Unit No. 1 ash removal system consisting of: one bag house type filter, air blowers and associated equipment, and other related equipment.

That portion of an ash silo for storage of fly ash from Unit No. 1.

A Western Precipitator acid evaporator to produce acid vapor for Unit No. 3 including: an acid day tank, acid pumps, acid vaporizer, natural gas boiler, fan, ductwork and piping, miscellaneous electrical switchgear, continuous monitoring and control instrumentation, and other related equipment.

Modifications of the electrostatic precipitator for Unit No. 2 including: three additional transformer-rectifier sets with the necessary instrumentation controls, power supplies, and other related equipment.

Part IV – Valmont Facilities

A wet scrubbing unit facility for 60% of the flue gas from Unit No. 5 consisting of: one UOP/ACD three stage Model 5000 wet scrubber, one booster fan with a 4,000 horsepower electric drive motor, four recirculation pumps with 200 horsepower electric drive motors, miscellaneous electrical switchgear, piping and ductwork, test platforms, continuous monitoring and control instrumentation, and other related equipment.

B-2

Modification of the wet scrubbing unit facility for Unit No. 5 to clean 40% of the flue gas, consisting of: the scrubber vessel, fan, recirculation pumps, electric motors, miscellaneous electrical switchgear, piping, ductwork, and other related equipment.

Modification of the precipitator controls for Unit No. 5 consisting of: the addition of a new solid state control system and panels, one transformer-rectifier set, the division of the one outlet section into two electrical sections, and other related equipment.

A plant waste water management infrastructure consisting of: modification of a scrubber tower to incorporate a lime/limestone scrubbing process, slurry recirculation piping, hold tanks, alkali mix tanks, recirculation pumps, slurry draw-off pumps, a new settling pond, miscellaneous instrumentation and controls, a clarifier, a vacuum filter, and other related equipment.

Part V – Zuni Facilities

None.

Part VI – Pawnee Facilities

Electrostatic Precipitator System.  This system removes particulates consisting of fly ash from flue gases prior to emission into the atmosphere.  This system was replaced with a Fabric Filter Dust Collector (“FFDC”).  Retired equipment includes: the hot-side electrostatic precipitator, associated duct work, isolation devices permitting a shutdown of individual modules while the Plant is in operation, ash hoppers, electrical controls, power supplies and rectifiers, and subordinate equipment and facilities.  The system also includes support steel, foundations and floor slabs for the precipitator, foundations for duct support steel, a precipitator control building, and a heating, ventilation, and air conditioning system necessary for proper operation of precipitator controls.

Fly Ash Removal System.  The fly ash removed from the flue gas by the FFDC is stored and disposed of by a fly ash removal system.  These facilities consist of: mechanical conveyors.

Clarifier—Softener Underflow Treatment System.  These facilities consist of: floc presses.

B-3

EXHIBIT C

FORM OF THE NOTE

THIS PROMISSORY NOTE MAY NOT BE ASSIGNED, PLEDGED, ENDORSED OR OTHERWISE TRANSFERRED EXCEPT BY THE ADAMS COUNTY, COLORADO TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, OR, IN ACCORDANCE WITH THE INDENTURE OF TRUST REFERRED TO HEREIN, BY THE TRUSTEE UNDER THE INDENTURE OF TRUST TO A SUCCESSOR TRUSTEE THEREUNDER.

PROMISSORY NOTE

$129,500,000 [Date of Issue]

FOR VALUE RECEIVED, Public Service Company of Colorado, a Colorado corporation (the “Company”), does hereby promise to pay to the order of Adams County, Colorado (the “County”), without setoff or deduction, the principal sum of ONE HUNDRED TWENTY-NINE MILLION FIVE HUNDRED THOUSAND DOLLARS ($129,500,000) and interest on the unpaid principal amount thereof and any other amounts necessary for the payment of principal of, premium, if any, on and interest on the Adams County, Colorado Pollution Control Refunding Revenue Bonds, 2005 Series A (Public Service Company of Colorado Project) (the “2005 Series A Bonds”) issued by the County under the Indenture of Trust, dated as of August 1, 2005 (the “Indenture”), between the County and U.S. Bank National Association, as Trustee (the “Trustee”), all such amounts to be (a) paid in accordance with the Financing Agreement, dated as of August 1, 2005 (the “Financing Agreement”), between the County and the Company, at the rates and in the amounts indicated in the Principal and Interest Payment Schedule attached hereto and made a part hereof, as such Principal and Interest Payment Schedule may be amended from time pursuant to the Financing Agreement, (b) paid on or prior to the payment date set forth in said Principal and Interest Payment Schedule, and (c) applied in accordance with the Indenture to the payment of principal of, and premium, if any, and interest on, the 2005 Series A Bonds Outstanding within the meaning of the Indenture, when due, whether indicated on the Principal and Interest Payment Schedule, at maturity, upon redemption, acceleration or otherwise.

Capitalized terms used but not defined herein have the meanings given to them in the Financing Agreement, except that if the use of such term requires an alternative meaning for such term or the common meaning of such term should apply, such alternative meaning or common meaning, as the case may be, shall be given effect.

This Promissory Note evidences the Company’s payment obligations under Section 5.01 and Section 9.03 of the Financing Agreement.

Any payment or deemed payment by the Company of principal of, premium, if any, or interest (a) on the bond issued under the Company Mortgage to the Bond Insurer, or (b) pursuant to the Insurance Agreement with respect to reimbursement to the Bond Insurer of payments

C-1

made by the Bond Insurer under the Financial Guaranty Insurance Policy relating to principal of or interest on the 2005 Series A Bonds or (c) on the 2005 Series A Bonds shall, to the extent thereof, without duplication, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of principal of, premium, if any, or interest on this Note which is then due; provided, however, if any such payment or deemed payment by the Company is recovered from the recipient of such payment in accordance with a final, nonappealable order of a court of competent jurisdiction as a result, then the obligation of the Company to make such payment of principal of, premium, if any, or interest shall no longer be deemed satisfied and discharged for purposes of this Note.

This Promissory Note may be prepaid at the option of the Company and shall be prepaid by the Company if required by the Financing Agreement, in each case at the prepayment price set forth in Article 9 of the Financing Agreement, to effect the defeasance or redemption of all or a portion of the 2005 Series A Bonds.

Each payment required to be made hereunder shall be paid (a) in lawful money of the United States of America, (b) in funds which shall be immediately available on such payments’ due date, (c) to the Trustee or its agent at its principal corporate trust office in Denver, Colorado, or such other place as the Trustee or a successor Trustee may designate in writing to the County and the Company, and (d) no later than 10:00 a.m., prevailing time in the city where such principal corporate trust office is located, on the due date for such payment.  If amounts due hereunder are not paid when due, the unpaid balance shall continue to bear interest from such due date until the date of payment.

This Promissory Note is subject to all of the terms, conditions and provisions of the Financing Agreement and the Indenture, including those respecting prepayment and the acceleration of maturity.  The outstanding principal hereof is subject to acceleration as provided in the Indenture and the Financing Agreement.

Notwithstanding anything to the contrary contained herein or in the Financing Agreement, if an Event of Default by the Company under the Financing Agreement, the Company shall pay the holder of this Promissory Note all the costs of such holder in connection with the enforcement of its rights under the Financing Agreement or this Note and the collection of amounts due hereunder, including reasonable attorneys’ fees.

The Company hereby acknowledges that, pursuant to the Financing Agreement, the County is assigning to the Trustee all of the County’s right, title and interest in and to this Promissory Note.

THE COMPANY HEREBY WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST, NOTICE OF DISHONOR AND NOTICE OF PROTEST, AND SPECIFICALLY CONSENTS TO AND WAIVES NOTICE OF ANY RENEWALS, MODIFICATIONS OR EXTENSIONS OF THIS PROMISSORY NOTE, WHETHER IN FAVOR OF THE COMPANY OR ANY OTHER PERSONS, AND HEREBY WAIVES ANY DEFENSE BY REASON OF EXTENSION OF TIME FOR PAYMENT OR OTHER INDULGENCE GRANTED BY THE HOLDER OF THIS PROMISSORY NOTE.

C-2

No delay or failure of the holder of this Promissory Note in exercising any right, remedy or privilege under this Promissory Note shall affect such right, remedy or privilege, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, remedy or privilege preclude any further exercise thereof or the exercise of any other right, remedy or privilege.  The rights, remedies and privileges of the holder of this Promissory Note hereunder are cumulative and not exclusive of any rights, remedies or privileges which the holder of this Promissory Note would otherwise have.  Any waiver, permit, consent or approval of any kind or character on the part of the holder of this Promissory Note of any breach or default under this Promissory Note, or of any provision or condition of this Promissory Note, must be in writing and shall be effective only to the extent specifically set forth in such writing.  No notice to or demand on the Company shall entitle the Company to any other further notice or demand in similar circumstances.  A waiver on any one occasion shall not be construed as a waiver or bar to any right, remedy or privilege on any other occasion.

The recourse of the holder of this Promissory Note under this Promissory Note for default or breach under this Promissory Note shall be limited to the rights provided therein; and without limitation of the generality of the foregoing, neither the Company nor any present or future director, officer, agent, employee or partner thereof shall have any personal liability for the indebtedness evidenced by this Promissory Note or under or by reason of the Financing Agreement, except as expressly provided herein or therein.

This Promissory Note may not be amended or modified except by a written agreement in accordance with the terms of the Financing Agreement and the Indenture.

If any provision hereof is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Promissory Note shall remain in full force and effect and shall be liberally construed in favor of the holder of this Promissory Note.

This Promissory Note shall bind the Company and, to the extent applicable, its successors and assigns, and the benefits hereof shall inure to the Trustee and any successor trustee under the Indenture.

THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed and its corporate seal to be duly affixed hereto by authorized officers of the Company on this          day of August, 2005.

PUBLIC SERVICE COMPANY OF

COLORADO

By:

Title:

C-3

(SEAL)

ATTEST:

By:

Title:

C-4

PRINCIPAL AND INTEREST PAYMENT SCHEDULE

Payment Date Principal Amount Due Interest Amount Due Total Payment Due

C-5

ENDORSEMENT

This Promissory Note hereby is endorsed, without recourse, to the order of U.S. Bank National Association, as Trustee under the Indenture of Trust, dated as of August 1, 2005, between the undersigned, Adams County, Colorado, and U.S. Bank National Association, in such capacity, relating to the Adam County, Colorado Pollution Control Refunding Revenue Bonds, 2005 Series A (Public Service Company of Colorado Project).

	ADAMS COUNTY, COLORADO
	By:
		Chair, Board of County Commissioners
Date:

[END OF FORM OF THE NOTE]

C-6

EX-4.02

Exhibit 4.02

PUBLIC SERVICE COMPANY

OF COLORADO

TO

U.S. BANK TRUST NATIONAL ASSOCIATION,

                                     as Trustee

Supplemental Indenture No. 16

Dated as of August 1, 2005

Supplemental to the Indenture

dated as of October 1, 1993

Establishing the Securities of Series No. 16

designated First Collateral Trust Bonds, Series No. 16 (MBIA Collateral Bonds)

SUPPLEMENTAL INDENTURE NO. 16, dated as of August 1, 2005, 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. 16.  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, concurrently with the execution and delivery of this Indenture and as a condition to the execution and delivery hereof, will execute and deliver a Financing Agreement (the “Financing Agreement”), dated as of August 1, 2005, with Adams County, Colorado (the “County”) pursuant to which the County will in effect loan the proceeds of the 4.375% Adams County, Colorado Pollution Control Refunding Revenue Bonds, 2005 Series A (Public Service of Colorado Project) ( the “2005 Series A Bonds”) to be issued pursuant to the Indenture of Trust between the County and U.S. Bank National Association, as Trustee (the “2005 Series A Trustee”), dated as of August 1, 2005 (the “2005 Series A Bond Indenture”) to provide funds, together with other available moneys, for (i) the redemption of $79,500,000 aggregate principal amount of Adams County, Colorado Pollution Control Refunding Revenue Bonds, 1993 Series A (Public Service Company of Colorado Project) and (ii) the redemption of $50,000,000 aggregate principal amount of Morgan County, Colorado Pollution Control Refunding Revenue Bonds, 1993 Series A (Public Service Company of Colorado Project).  In connection with the Financing Agreement, the Company will execute and deliver a note to the County in the amount of the proceeds (the “2005 Series A Note”) which will be immediately assigned to the 2005 Series A Trustee in accordance with the Financing Agreement.  The payment of principal of and interest on the 2005 Series A Note will be applied solely to the payment of the related 2005 Series A Bonds.

Concurrently with the issuance of the 2005 Series A Bonds, MBIA Insurance Corporation, a New York stock insurance corporation (“MBIA”) will issue a financial guaranty insurance policy (the “Policy”) to the County relating to the 2005 Series A Bonds.  The Company will enter into an Insurance and Reimbursement Agreement (the “Insurance Agreement”), dated as of August 1, 2005, with MBIA and the 2005 Series A Trustee as part of the consideration for the delivery by MBIA of the Policy, pursuant to which the Company is absolutely and unconditionally obligated, among other matters, to reimburse MBIA for all amounts advanced by MBIA under the Policy.  As additional consideration for MBIA issuing the Policies, the Company will issue a series of Securities to be designated “First Collateral Trust Bonds, Series No. 16 (MBIA Collateral Bonds) to MBIA.  The Company now desires to establish, pursuant to this Indenture, such series of Securities to be hereinafter sometimes called “Series No. 16”.

The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 16 to establish the Securities of Series No.16 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 16 a valid agreement of the Company, and to make the Securities of Series No. 16 valid obligations of the Company, have been performed.

Granting Clauses

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 16 WITNESSETH, that, in consideration of the premises, 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. 16, in and to property (other than Excepted Property), real, personal and mixed and wherever situated, in any case used or to be used in or in connection with the Electric Utility Business (whether or not such use is the sole use of such property), including without limitation (a) all lands and interests in land described or referred to in Schedule B hereto; (b) all other lands, easements, servitudes, licenses, permits, rights of way and other rights and interests in or relating to real property used or to be used in or in connection with the Electric Utility Business or relating to the occupancy or use of such real property, subject however, to the exceptions and exclusions set forth in clause (a) of Granting Clause First of the Original Indenture; (c) all plants, generators, turbines, engines, boilers, fuel handling and transportation facilities, air and water pollution control and sewage and solid waste disposal facilities and other machinery and facilities for the generation of electric energy; (d) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (e) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (f) all buildings, offices, warehouses and other structures used or to be used in or in connection with the Electric Utility Business; (g) all pipes, cables, insulators, ducts, tools, computers and other data processing and/or storage equipment and other equipment, apparatus and facilities used or to be used in or in connection with the Electric Utility Business; (h) any or all of the foregoing properties in the process of construction; and (i) all other property, of whatever kind and nature, ancillary to or otherwise used or to be used in conjunction with any or all of the foregoing or otherwise, directly or indirectly, in furtherance of the Electric Utility Business;

Granting Clause Second

Subject to the applicable exceptions permitted by Section 810(c), Section 1303 and Section 1305 of the Original Indenture, all property (other than Excepted Property) of the kind and nature described in Granting Clause First which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the date of the execution and delivery of this Supplemental Indenture No.16 shall be as fully embraced within and subjected to the Lien hereof as if such

2

property were owned by the Company as of the date of the execution and delivery of this Supplemental Indenture No. 16;

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;

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. 16

There are hereby established the Securities of Series No. 16.  The Securities of Series No. 16 are to be issued to MBIA pursuant to the Insurance Agreement as part of the consideration for the delivery by MBIA of the Policy.  The Securities of Series No. 16 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):

3

(a)the title of the Securities of such series shall be “First Collateral Trust Bonds, Series No. 16 (MBIA 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. 16 shall be authenticated and delivered in the aggregate principal amount of $129,500,000;

(c)interest on the Securities of Series No. 16 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. 16 shall be payable on September 1, 2017, the Stated Maturity.

(e)the Securities of Series No. 16 shall bear interest at a rate of 4.375% per annum; interest shall accrue on the Securities of Series No. 16 from August 18, 2005, 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 March 1, 2006, 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);

(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 and interest on the Securities of Series No. 16 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)not applicable;

(h)the Securities of Series No. 16 shall be redeemable as follows:

(i)in the event that any 2005 Series A Bonds are to be redeemed following a determination of taxability pursuant to Section 2.02(e)(iii) of the 2005 Series A Bond Indenture, the Securities of Series No. 16, in a principal amount equal to the principal amount of 2005 Series A Bonds to be redeemed, shall be redeemed on the date fixed for redemption of the 2005 Series A Bonds, at the principal amount thereof plus accrued interest to the redemption date;

(ii)in the event that all 2005 Series A Bonds have become immediately due and payable pursuant to Section 9.02 of the 2005 Series A Bond Indenture

4

following the occurrence of an Event of Default (as defined in Section 9.01 of the 2005 Series A Bond Indenture), the Securities of Series No. 16 shall thereupon be redeemed at the principal amount thereof plus accrued interest to the redemption date (the obligation to effect such redemption being rescinded upon the rescission of such acceleration);

(i)the Securities of Series No. 16 shall be issuable in denominations of $5,000 and any integral multiple thereof;

(j)not applicable;

(k)not applicable;

(l)not applicable;

(m)not applicable;

(n)not applicable;

(o)not applicable;

(p)not applicable;

(q)the Securities of Series No. 16 are to be registered in the name of MBIA Insurance Corporation.  Such Securities shall not be transferable, nor shall any purported transfer be registered except to a successor to MBIA under the Insurance Agreement upon delivery to the Trustee of a Company Request requesting such transfer.

(r)not applicable;

(s)no service charge shall be made for the exchange of the Securities of Series No. 16; 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;

(t)not applicable;

(u)(i)If the Company shall have caused the Company’s indebtedness in respect of any Securities of Series No. 16 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

5

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

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

(iii)Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 16 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)Any payment by the Company of principal or interest on the 2005 Series A Note or pursuant to its obligations under the Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of principal or interest on the Securities of Series No. 16 which is then due; provided, however, if any such payment by the Company on the 2005 Series A Note or pursuant to its obligations under the

6

Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds is determined to be a preferential transfer and is recovered from the registered owner of the 2005 Series A Note or from MBIA pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction as a result, then the obligation of the Company to make such payment of principal or interest on the 2005 Series A Note or pursuant to its obligations under the Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds shall no longer be deemed satisfied and discharged for purposes of the Securities of Series No.16.

The Trustee may conclusively presume that the obligation of the Company to pay principal and interest on the Securities of Series No. 16 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Holder hereof stating that the principal or interest of Securities of Series No. 16 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 and interest on the Securities of Series No. 16 shall not exceed the aggregate amount of the payments of principal and interest due on the 2005 Series A Bonds covered by the Policy.

(w)The Securities of Series No. 16 are subject to the following voting restrictions:  The Holder hereof shall attend such meeting or meetings of the Holders under the Indenture or, at its option, deliver its proxy in connection therewith, as relates to matters with respect to which it is entitled to vote or consent.  So long as no Event of Default (as defined under the 2005 Series A Indenture) shall have occurred and be continuing thereunder, either at any such meeting or meetings, or otherwise when the consent of the Holders under the Indenture is sought without a meeting, the Holder hereof shall vote or 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 an Officer’s Certificate delivered to the Holder hereof.

(x)The Securities of Series No. 16 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. 16 is a supplement to the Original Indenture.  As previously supplemented and further supplemented by this Supplemental Indenture No. 16, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 16 shall together constitute one and the same instrument.

SIGNATURE PAGES FOLLOW

7

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 16 to be duly executed as of the day and year first above written.

PUBLIC SERVICE COMPANY OF COLORADO
By:	/S/ GEORGE E. TYSON II
	Name:	George E. Tyson II
	Title:	Vice President and Treasurer

STATE OF MINNESOTA	)
	)ss:
CITY OF MINNEAPOLIS	)

On the 10th day of August, 2005, before me personally came George E. Tyson II 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 Public, State of Minnesota

Commission Expires: January 31, 2010

8

U.S. BANK TRUST NATIONAL ASSOCIATION,
			Trustee
By:	/S/ BEVERLY A. FREENEY
	Name:	Beverly A. Freeney
	Title:	Vice President

STATE OF NEW YORK	)
	) ss.:
CITY AND COUNTY OF NEW YORK	)

On the 10th day of August, 2005, before me personally came Beverly A. Freeney, to me known, who, being by me duly sworn, did depose and say that she is a Vice President of U.S. Bank Trust National Association, the banking association described in and which executed the foregoing instrument; and that she signed her name thereto by authority of the Board of Directors of said banking association.

 /S/ PATRICIA V. COWART

Name: Patricia V. Cowart

Notary Public, State of New York

Commission Expires: September 22, 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. 16 (MBIA Collateral Bonds)

Original Interest Accrual Date	August 18, 2005
Interest Rate:	4.375%
Stated Maturity:	September 1, 2017
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. 1
$129,500,000

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 MBIA INSURANCE CORPORATION, or registered assigns, the principal sum of One Hundred Twenty-Nine Million Five Hundred Thousand 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 March 1, 2006, and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for.  The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date.  Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid in such other manner as permitted by the Indenture.

A-1

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

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

This Security has been issued pursuant to the requirements of, and as security for the payment by the Company of its obligations under, that certain Insurance and Reimbursement Agreement, dated as of August 1, 2005 (the “Insurance Agreement”), among the Company, the 2005 Series A Trustee (as hereinafter defined) and MBIA Insurance Corporation (“MBIA”) in connection with the issuance by MBIA of a financial guaranty insurance policy (the “Policy”) relating to $129,500,000 in aggregate principal amount of 4.375% Adams County, Colorado Pollution Control Revenue Refunding Bonds (Public Service Company of Colorado Project) 2005 Series A (the “2005 Series A Bonds”), issued by Adams County, Colorado pursuant to a Trust Indenture (the “2005 Series A Indenture”), dated as of August 1, 2005, between Adams County, Colorado and U.S. Bank National Association as Trustee (the “2005 Series A Trustee”) to reimburse MBIA for any payments of principal or interest made by MBIA pursuant to the Policy with respect to the 2005 Series Bonds.  In connection with the issuance of the 2005 Series A Bonds, the Company entered into a Financing Agreement, dated as of August 1, 2005, pursuant to which the Company executed and delivered a note to the County in the amount of the proceeds of the 2005 Series A Bonds (the “2005 Series A Note”).  The payment of principal of and interest on the 2005 Series A Note is applied solely to the payment of the related 2005 Series A Bonds.

Any payment by the Company of principal or interest on the 2005 Series A Note or pursuant to its obligation under the Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of principal or interest on the Securities of Series No. 16 which is then due; provided, however, if any such payment by the Company on the 2005 Series A Note or pursuant to its obligations under the Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds is determined to be a preferential transfer and is recovered from the registered owner of the 2005 Series A Note or from MBIA pursuant to the United States Bankruptcy

A-2

Code in accordance with a final, nonappealable order of a court of competent jurisdiction as a result, then the obligation of the Company to make such payment of principal or interest on the 2005 Series A Note or pursuant to its obligations under the Insurance Agreement to reimburse MBIA for any payments of principal or interest made by MBIA under the Policy with respect to the 2005 Series A Bonds shall no longer be deemed satisfied and discharged for purposes of the Securities of Series No. 16.

The Trustee may conclusively presume that the obligation of the Company to pay principal and interest on the Securities of Series No. 16 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Holder hereof stating that the principal or interest of this Security 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 and interest on the Securities of Series No. 16 shall not exceed the aggregate amount of the payments of principal and interest due on the 2005 Series A Bonds covered by the policy.

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.

In the event that any 2005 Series A Bonds are redeemed following a determination of taxability pursuant to Section 2.02(e)(iii) of the 2005 Series A Bond Indenture, the Securities of Series No. 16, in a principal amount equal to the principal amount of 2005 Series A Bonds to be redeemed, shall be redeemed on the date fixed for redemption of the 2005 Series A Bonds, at the principal amount thereof plus accrued interest to the redemption date.

In the event that all 2005 Series A Bonds have become immediately due and payable pursuant to Section 9.02 of the 2005 Series A Bond Indenture following the occurrence of an Event of Default (as defined in Section 9.01 of the 2005 Series A Bond Indenture), the Securities of Series No. 16 shall thereupon be redeemed at the principal amount thereof plus accrued interest to the redemption date (the obligation to effect such redemption being rescinded upon the rescission of such acceleration).

  The Holder hereof shall attend such meeting or meetings of the Holders under the Indenture or, at its option, deliver its proxy in connection therewith, as relates to matters with respect to which it is entitled to vote or consent.  So long as no Event of Default (as defined under the 2005 Series A Indenture) shall have occurred or be continuing thereunder, either at any such meeting or meetings, or otherwise when the consent of the Holders under the Indenture is sought without a meeting, the Holder hereof shall vote or 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 an Officer’s Certificate delivered to the Holder hereof.

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

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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 when due.

This Security is not transferable except to a successor to MBIA Insurance Corporation under the Insurance Agreement upon delivery to the Trustee of a Company Request requesting such transfer.  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.

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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 MBIA under the Insurance Agreement.

No service charge shall be made for any such registration of transfer, 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 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.

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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	OR	U.S. BANK TRUST
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 MBIA INSURANCE CORPORATION UNDER THE INSURANCE AGREEMENT REFERRED TO HEREIN.

THIS SECURITY IS SUBJECT TO CERTAIN VOTING RESTRICTIONS SET FORTH HEREIN.

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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.

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SCHEDULE A

SUPPLEMENTAL INDENTURES

Date of Supplemental Indenture	Series of Bonds	Principal Amount Issued		Principal Amount Outstanding
November 1, 1993	Series No. 1	$	134,500,000	$	134,500,000
January 1, 1994	Series No. 2due 2001	$	102,667,000	None
	and
	Series No. 2 due 2024	$	110,000,000	None
September 2, 1994 (Appointment of Successor Trustee)	None	None		None
May 1, 1996	Series No. 3	$	125,000,000	$	125,000,000
November 1, 1996	Series No. 4	$	250,000,000	$	100,000,000
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	None
April 1, 2003	Series No. 10	$	600,000,000	$	600,000,000
March 1, 2003	Series No. 11	$	250,000,000	None
September 15, 2003	Series No. 12	$	250,000,000	$	250,000,000
May 1, 2003	Series No. 13	$	350,000,000	None
September 1, 2003	Series No. 14	$	300,000,000	$	300,000,000
September 1, 2003	Series No. 15	$	275,000,000	$	275,000,000

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SCHEDULE B

DESCRIPTION OF PROPERTY

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

Part First – Plants

Mesa County

Cameo Power Plant – Additional Land – The Powderhorn Tract

PARCEL A:

Township 10 South, Range 98 West of the 6th P.M.:

Section 33:

S1/2 SW1/4;

E1/2 EXCEPT the North 660 feet thereof as conveyed in instrument recorded August 3, 1994 in Book 2090 at Page 243.

(2709-334-00-074 – Book 1350 at Page 544, and Book 3095 at Page 106)

Section 34:

S1/2NW1/4 lying West of the West boundary line of that parcel conveyed in instrument recorded June 19, 1980 in Book 1262 at Page 582 and re-recorded November 28, 1980 in Book 1286 at Page 655, said West boundary line being described as follows:

Beginning at a point on the South line of the S1/2 of said NW1/4 which is located S 89º54’35”E 1301.50 feet from the W1/4 corner of said Section 34;

Thence along a cliff North 41º08’ West 479.52 feet to the Grand Valley Highline Canal right of way;

Thence along said Canal right of way North 56º48’East 71.65 feet;

Thence North 33º12’ West 365.00 feet;

Thence North 23º44’ West 395.00 feet;

Thence North 21º16’ East 196.45 feet to the Southerly railroad spur right of way;

Thence North 73º04’30” East 252.17 feet along said railroad right of way to the North line of said S1/2NW1/4.

EXCEPT all that portion as conveyed in instrument recorded June 19, 1980 in Book 1262 at Page 582 and re-recorded November 28, 1980 in Book 1286 at Page 655 being more particularly described as follows:

Commencing at a point being a chiseled cross on the East face of the concrete mine portal entrance from whence the NW corner of Section 34, Township 10 South, Range 98 West as now located bears N49º20’ West 1145.0 feet;

Thence North 37º32’ West 15 feet along the center line of the Mine tract;

Thence South 52º28’ West 560.0 feet;

Thence on an angle to the right of 89º02’ for a distance of 216.66 feet to the true point of beginning;

Thence on an angle to the left of 97º13’ for a distance of 225 feet;

Thence on an angle to the right of 90º00’ for a distance of 150 feet;

Thence on an angle to the right of 90º00’ for a distance of 225 feet;

Thence 150 feet to the point of beginning.

ALSO EXCEPT: A strip of land 100 feet in width being 50 feet wide on each side of the center line of the Spur Track as now constructed over and across the Southerly portion of NW1/4NW1/4 Section 34,

Township 10 South, Range 98 West, 6th P.M.  Said Spur Track extending in a Westerly direction from the main track of Rio Grande Junction Railway Co. near Cameo Station.

NOTE: Said strip deeded to Rio Grande Junction Railway Co., in the instrument recorded May 3, 1900 in Book 46 at Page 582 but the specific location is not described. (2709-334-00-074 – Book 1350 at Page 544, and Book 3095 at Page 106)

PARCEL B:

Township 11 South, Range 98 West 6th P. M.:

Section 3:

Lots 1, 2, 3, 4, 5, 6, 7, 12 and 13: EXCEPT a strip of land 100 feet wide or 50 feet wide on each side of the center line of the survey of the Rio Grande Junction Railway Company as same is now surveyed, staked and located through, over and across Lot 1 as conveyed in Deed recorded November 5, 1889 in Book 2 at Page 218.

(2937-032-00-001 – Book 1350 at Page 544, and Book 3095 at Page 117)

Section 4:

Lots 7 and 8

(2937-032-00-001 – Book 1350 at Page 544, and Book 3095 at Page 117)

The above-described property is further described by metes and bounds survey as that certain 793.8 acre parcel of land, more or less, provided by Survey of KS Professional Surveying, Inc., Kurt R. Shepherd, Colorado Professional Land Surveyor No. 28662, dated January 22, 2003, and being more particularly described as follows:

A parcel of land located in a portion of Section 33 and 34, Township 10 South, Range 98 West, and Section 3 and 4, Township 11 South, Range 98 West, 6th Principal Meridian, Mesa County Colorado, being more particularly described as follows:

Commencing at the Southeast corner of said Section 33, which is a U.S. G.L.O. brass cap, whence the Southwest corner of Section 33, which is a U.S. G.L.O. brass cap bears North 89º51’01” West with all bearings contained herein relative thereto; this being the POINT OF BEGINNING.

Thence North 89º59’34”East 353.72 feet along the Northerly line of said Section 3 to the Northeast corner of Section 3; Thence South 00º35’49”West 59.17 feet along the Easterly line of Section 3 to the Westerly R.O.W. line of the Union Pacific Railroad; Thence along said R.O.W. the following courses, 230.39 feet along the arc of a curve to the left having a radius of 3070.19 feet, a central angle of 04º17’58”, the chord of which bears South 20º36’51”West 230.33 feet; Thence South 18º27’52”West 639.12 feet; Thence South 89º56’22” West 52.74 feet; Thence 437.99 feet along the arc of a curve to the right having a radius of 1781.02 feet, a central angle of 14º05’25”, the chord of which bears South 25º38’35”West 436.89 feet; Thence South 32º41’18”West 560.16 feet; Thence 340.88 feet along the arc of a curve to the left having a radius of 2246.35 feet, a central angle of 08º41’40”, the chord of which bears South 28º13’23”West 340.55 feet; Thence South 23º52’33”West 162.88 feet to the Southerly line of Government Lot 8, Section 3; Thence departing from the Union Pacific Railroad R.O.W. South 89º54’41”West 1610.27 feet along the Southerly line of Government Lots 8 and 7, Section 3, to the common corner of Southwest corner Government Lot 7, Section 3, and the Northeast corner Government Lot 12, Section 3; Thence South 00º48’55”West 1314.49 feet along the Easterly line of Government Lot 12, Section 3, to the Southeast corner of Government Lot 12, Section 3; Thence South 89º52’59”West 2632.27 feet along the Southerly line of Government Lots 12 and 13, Section 3, to the Southwest corner of Government Lot 13, Section 3, and the Westerly line of Section 3; Thence North 00º41’45”East

1315.75 feet along the Westerly line of Government Lot 13, Section 3, and the Westerly line of Section 3, to the common corner of Northwest corner Government Lot 13, Section 3, and the Southeast corner Government Lot 8, Section 4, Thence North 89º46’06”West 2645.72 feet along the Southerly line of Government Lots 8 and 7, Section 4, to the Southwest corner of Government Lot 7, Section 4; Thence North 00º38’49”East 1311.45 feet along the Westerly line of Government Lot 7, Section 4, to the Northwest corner of Government Lot 7, Section 4; Thence South 89º51’40”East 2646.87 feet along the Northerly line of Government Lots 7 and 8, Section 4, to the common corner of Northeast corner Government Lot 8, Section 4, and the Southwest corner Government Lot 4, Section 3; Thence North 00º41’45”East 899.16 feet along the Westerly line of Government Lot 4, Section 3, and the Westerly line of Section 3 to the Northwest corner of Section 3, Township 11 South, Range 98 West, this point also being on the Southerly line of Section 33, Township 10 South, Range 98 West; Thence North 89º51’24”West 404.71 feet along said Southerly line of Section 33 to the Southwest corner of Section 33, Thence North 00º10’16”East 1320.41 feet along the Westerly line of the Southwest ¼ of the Southwest ¼ of Section 33 to the Northwest corner of the Southwest ¼ of the Southwest ¼ of Section 33; Thence South 89º50’42’East 1328.01 feet along the Northerly line of the Southwest ¼ of the Southwest ¼ of Section 33 to the Northwest corner of the Southeast ¼ of the Southwest ¼ of Section 33; Thence South 89º54’43”East 1330.59 feet along the Northerly line of the Southeast ¼ of the Southwest ¼ of Section 33 to the Northeast corner of the Southeast ¼ of the Southwest ¼ of Section 33; Thence North 00º01’01”West 1321.90 feet along the Westerly line of the Southeast ¼ of Section 33 to the Northwest corner of the Southeast ¼ of Section 33; Thence North 00º02’14”West 1985.41 feet along the Westerly line of the Northeast ¼ of Section 33; Thence North 89º55’50”East 2649.11 feet to the Easterly line of Section 33; Thence South 00º13’02’East 663.48 feet along the Easterly line of Section 33 to the Northwest corner of the South ½ of the Northwest ¼ of Section 34, Township 10 South, Range 98 West; Thence South 89º55’53”East 484.76 feet along the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence departing from said Northerly line of the South ½ of the Northwest ¼ of Section 34 South 43º09’20”West 101.06 feet; Thence South 46º50’40” East 150.00 feet; Thence North 43º09’20” East 225.00 feet; Thence North 46º50’40” West 17.50 feet to the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence South 89º55’53” East 336.66 feet along the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence departing from the Northerly line of the South ½ of the Northwest ¼ of Section 34 South 73º02’25”West 247.77 feet; Thence South 21º13’55”West 196.45 feet; Thence South 23º16’05”East 395.00 feet; Thence South 33º14’05”East 365.00 feet; Thence South 56º45’55” West 71.65 feet; Thence South 41º10’05”East 479.52 feet to the Southerly line of the South ½ of the Northwest ¼ of Section 34; Thence North 89º56’40”West 1301.50 along the Southerly line of the South ½ of the Northwest ¼ of Section 34 to the Northeast corner of the Southeast ¼ of Section 33; Thence South 00º09’26”East 2651.99 feet along the Easterly line of the Southeast ¼ of Section 33 to the POINT OF BEGINNING.

Containing approximately 793.8 acres.

Morgan County

Pawnee Power Plant – Additional Land - Kauk Tract

A parcel of land in the NE1/4 of Section 30, Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado, said parcel being more particularly described as follows:  Commencing at the Southeast corner of said NE1/4 of Section 30; thence N1º21’25”E along the East line of said Section 30 a distance of 389.56 feet to the true point of beginning; thence S69º01’25”W a distance of 275.12 feet; thence S76º50’45”W a distance of 613.35 feet; thence N89º13’10”W a distance of 791.36 feet; thence N87º12’55”W a distance of 421.76 feet; thence N86º46’00”W a distance of 562.68 feet to a point on the west line of said NE1/4 of Section 30; thence N1º34’20”E along the West line of said NE1/4 of Section 30 a distance of 216.70 feet to a point on a parcel of land described in Book 787 at page 526 of the

Morgan County records; thence N48º30’00”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 655.00 feet; thence N78º30’00”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 980.00 feet; thence N63º35’20”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 1341.75 feet to a point on the east line of said Section 30; thence S1º21’25”W along the East line of said Section 30 a distance of 1268.14 feet to the point of beginning, according to survey by Leibert McAtte and Associates dated December 13, 2004.

Part Second – Substations

Adams County

1.Chambers Substation Site

A parcel of land being a portion of Lot 2, Block 9; of Upland Park, recorded in the Adams County Clerk and Recorder’s Office in Plat Book 14 at Page 18, lying in Section 30, Township 3 South, Range 66 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows:

Beginning at the Northwest Corner of Lot 1, Block 1, DHL Subdivision Filing No. 1, as recorded at Reception No. C0274678, Adams County Clerk and Recorder’s Office, whence the northeast corner of said Lot 2 bears South 88 Degrees, 53 Minutes 55 Seconds East and distance of 252.51 feet;

Thence South 01 Degrees 05 Minutes 25 Seconds West along the westerly line of said DHL Subdivision, Filing No. 1, a distance of 520.98 feet;

Thence North 70 Degrees 46 Minutes 16 Seconds West along the northerly line of the Union Pacific Railroad Main_Line Line Right Of Way as shown on said Upland Park Plat, a distance of 339.42 feet;

Thence North 01 Degrees 06 Minutes 08 Seconds East, non-tangent with the following described curve, a distance of 441.88 feet;

Thence the following two (2) courses along the Northerly Line of said Lot 2, being 30.00 feet southerly of and parallel with the centerline of East Moncrieff Place:

1)Along the arc of a curve to the left, having a central angel of 18 Degrees 06 Minutes 45 Seconds, a radius of 535.05 feet, a chord bearing of South 79 Degrees 50 Minutes 32 Seconds East, a distance of 168.44 feet, and an arc distance of 169.14 feet;

2)Thence South 88 Degrees 53 Minutes 55 Seconds East tangent with the last described curve, a distance of 156.13 feet to the point of beginning.

2.Spruce Substation

Lots 3 and 4, Block 1, Blue Spruce Energy Center Subdivision Filing No. 1, City of Aurora, County of Adams, State of Colorado

Arapahoe County

Murphy Creek Substation

Lot 1, Block 1, Southlands Subdivision Filing No. 2, as shown on the plat thereof recorded November 29, 2004 at Reception No. B4205583

Garfield County

New Castle Substation

Parcel A:

A tract of land situated in the NW1/4SE1/4 Section 31, Township 5 South, Range 90 West of the Sixth Principal Meridian lying south of the South Line of the Colorado River and north of the North Right of Way Line of County Road No. 335, Town of New Castle, County of Garfield, State of Colorado, said tract of land being more particularly described as follows:

Beginning at the intersection of the North Right of Way of said County Road No. 335 and the West Line of said NW1/4SE1/4 from which the center of said Section 31 Bears N. 01 Degrees 33’ 18” W. a distance of 965.50 feet;

Then along said West Line N. 01 Degrees 33’ 18” W. a distance of 114.11 feet to the southerly line of the Colorado River;

Then departing said West Line and along said South Line the following two courses:

1)N. 81 Degrees 40’ 00” E. a distance of 336.73 feet;

2)N. 76 Degrees 53’ 00” E. a distance of 580.91 feet;

Then departing said southerly line S. 02 Degrees 24’ 56” E. a distance of 296.38 feet to the North Right of Way Line of said County Road;

Then along said North Right of Way the following three courses:

1)S. 88 Degrees 30’ 42” W. a distance of 541.11 feet;

2)N. 86 Degrees 43’ 18” W. a distance of 301.00 feet;

3)S. 88 Degrees 30’ 42” W. a distance of 66.90 feet to the point of beginning.

Parcel B:

A tract of land in the NW1/4SE1/4 (Lot 5) Section 31, Township 5 S., Range 90 West of the Sixth Principal Meridian, lying southerly of the Colorado River and Northerly of the Right of Way as conveyed to the Department of Highways, State of Colorado by Document No. 245837:

Beginning at a point 326 feet more or less, westerly of the intersection of the northerly Right of Way Line of said Right of Way and the East Line of Lot 5; thence northerly to the southerly line of the Colorado River; thence westerly 100 feet, more or less along the southerly line of the Colorado River; thence southerly to the northerly line of said Right of Way; thence easterly along the northerly line of said Right of Way to the point

of beginning.

Routt County

Foidel Creek Substation – Twenty Mile Coal Tract

Parcel A:

A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 24 Degrees 20 Minutes 44 Seconds West a distance of 407.41 feet to the point of beginning;

Thence North 46 Degrees 59 Minutes 09 Seconds West a distance of 539.86 feet;

Thence North 43 Degrees 01 Minutes 12 Seconds East a distance of 419.95 feet;

Thence South 47 Degrees 01 Minutes 22 Seconds East a distance of 517.84 feet;

Thence South 40 Degrees 30 Minutes 19 Seconds West a distance of 385.59 feet;

Thence South 34 Degrees 44 Minutes 31 Seconds West a distance of 35.43 feet to the point of beginning.

Note: Parcel A above, is now depicted as Parcel A, Foidel Creek Switching Substation Subdivision Exemption, according to the plat thereof filed July 28, 2004 at File No. 13388 and Reception No. 605443.

Parcel B:

A perpetual non-exclusive right-of-way and easement for the construction, maintenance and use of utility transmission and distribution lines and pedestrian and vehicular ingress and egress roadway purposes being a strip of land 25.00 feet wide, 12.50 feet on each side of the following described centerline, located in Sections 21 and 28, all in Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence South 41 Degrees 12 Minutes 53 Seconds West a distance of 254.22 feet to the point of beginning;

Thence along the centerline of an existing dirt access road the following five (5) courses:

1)Thence North 47 Degrees 39 Minutes 38 Seconds West tangent with the following described curve a distance of 104.52 feet;

2)Thence northwesterly along the arc of a curve to the right having a central angle of 59 Degrees 51 Minutes 07 Seconds, a radius of 100.00 feet, a chord bearing North 17 Degrees 44 Minutes 04 Seconds West a distance of 99.78 feet, and an arc distance of 104.46 feet;

3)Thence North 12 Degrees 11 Minutes 29 Seconds East tangent with the last and following described curves a distance of 229.48 feet;

4)Thence northeasterly along the arc of a curve to the right having a central angle of 23 Degrees 47 Minutes 04 Seconds, a radius of 250.00 feet, a chord bearing of North 24 Degrees 05 Minutes 01 Seconds East a distance of 103.04 feet, and an arc distance of 103.78 feet;

5)Thence North 35 Degrees 58 Minutes 33 Seconds East tangent with the last and following described curves a distance of 104.69 feet;

Thence northwesterly along the arc of a curve to the left having a central angle of 85 Degrees 28 Minutes 15 Seconds, a radius of 20.00 feet, a chord bearing North 06 Degrees 45 Minutes 34 Seconds West a distance of 27.14 feet, and an arc distance of 29.83 feet;

Thence North 49 Degrees 29 Minutes 41 Seconds West tangent with the last described curve a distance of 13.72 feet to the point of termination whence said south quarter corner of Section 21 bears South 18 Degrees 18 Minutes 59 Seconds East a distance of 435.21 feet.

Except any portion of the above description lying within Routt County Road 33.

Parcel C:

A permanent non-exclusive easement for the sole purpose of constructing, maintaining, using and removing an earthen slope upon the following described tract of land:  A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 24 Degrees 20 Minutes 44 Seconds West a distance of 407.41 feet to the point of beginning.

Thence North 34 Degrees 44 Minutes 31 Seconds East a distance of 35.43 feet;

Thence North 40 Degrees 30 Minutes 19 Seconds East a distance of 86.77 feet;

Thence South 10 Degrees 24 Minutes 31 Seconds East a distance of 27.74 feet;

Thence South 36 Degrees 01 Minutes 50 Seconds West a distance of 112.09 feet;

Thence North 58 Degrees 09 Minutes 06 Seconds West a distance of 201.87 feet;

Thence North 43 Degrees 09 Minutes 31 Seconds West a distance of 316.24 feet;

Thence North 03 Degrees 12 Minutes 11 Seconds West a distance of 34.72 feet;

Thence South 46 Degrees 59 Minutes 09 Seconds East a distance of 511.64 feet to the point of beginning.

Parcel D:

A permanent non-exclusive easement for the sole purpose of constructing, maintaining, using and removing an earthen slope upon the following described tract of land:  A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 27 Degrees 09 Minutes 49 Seconds West a distance of 973.53 feet to the point of beginning;

Thence North 34 Degrees 30 Minutes 17 Seconds East a distance of 172.47 feet;

Thence North 88 Degrees 25 Minutes 08 Seconds East a distance of 35.87 feet;

Thence South 43 Degrees 01 Minutes 12 Seconds West a distance of 195.75 feet to the point of beginning.

Parcel E: (TWENTYMILE 1)

A non-exclusive perpetual easement for the transmission, distribution of or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being 75.00 feet in width, being 25.00 feet northeasterly and 50.00 feet southwesterly of the following described centerline located in the southeast one-quarter of the southwest one-quarter and the southwest one-quarter of the southeast one-quarter of Section 17, Township 5 North, Range 86  West of the 6th Principal Meridian, County of Routt, State of Colorado and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4935.76 feet, thence South 57 Degrees 46 Minutes 40 Seconds East, a distance of 7,787.70 feet to the true point of beginning;

Thence South 47 degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of an easement described in Book 376 at Page 550 of the Routt County Clerk and Recorder’s Office a distance of 1955.11 feet to the point of termination, whence the said southeast corner of Section 13 bears North 86 Degrees 04 Minutes 50 Seconds West 8,038.84 feet.

Sidelines are shortened or lengthened to terminate at the north line of the said southeast one-quarter of the southwest one-quarter of Section 17 and the south line of the said southwest one-quarter of the southeast one-quarter of Section 17.

Parcel F: (TWENTYMILE 2A)

A non-exclusive perpetual easement for the transmission, distribution, or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the southwest one-quarter of the northwest one-quarter and the southwest one-quarter of Section 21, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,939.76 feet, thence South 53 Degrees 30 Minutes 32 Seconds East a distance of 12,864.88 feet to the true point of beginning;

Thence being 75.00 feet in width, 25.00 feet on the northeasterly side and 50.00 feet on the southwesterly side of the following described centerline:

South 47 Degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of an easement described in Book 373 at Page 554 of the Routt County Clerk and Recorder’s Office a distance of 2,721.52 feet;

Thence being variable width, 25.00 feet on the northeasterly side and 50.00 feet to 252.32 feet on the southwesterly side of the following described centerline:

South 47 Degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of the easements described in Book 373 at Page 554 and in Book 373 at Page 558 of the Routt County Clerk and Recorder’s Office a distance of 390.48 feet to the point of termination, whence the said southeast corner of Section 13 bears North 69 Degrees 01 Minutes 58 Seconds West, 13,515.83 feet.

Sidelines are shortened or lengthened to terminate at the West Line of said southwest one-quarter of the northwest one-quarter of Section 21 and at the northwesterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443, the Routt County Clerk and Recorder’s Office.

Parcel G: (TWENTYMILE 2B)

A non-exclusive perpetual easement for the transmission, distribution or both of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the south one-half and the northeast one-quarter of Section 21, and in the west one-half of the west one-half and the west one-half of the east one-half of the west one-half of Section 22, all in Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 64 Degrees 04 Minutes 54 Seconds West a distance of 20,965.20 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 32 Degrees 27 Minutes 46 Seconds East along said centerline a distance of 159.65 feet;

2)North 53 Degrees 04 Minutes 53 Seconds East along said centerline a distance of 6,118.26 feet to the point of termination, whence the said southeast corner of said Section 12 bears North 68 Degrees 54 Minutes 22 Seconds East 14,876.10 feet.

Sidelines are shortened or lengthened to terminate at the East Line of the said west one-half of the east one-half of the west one-half of Section 22 and at the northeasterly line of the easement which is recorded in Book 373 at Page 558 of the Routt County Clerk and Recorder’s Office.

PARCEL H: (TWENTYMILE 2C)

A non-exclusive perpetual easement for the transmission, distribution, or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land located in the southeast one-quarter of the southwest one-quarter of Section 21, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at a point on the southeasterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443 of the Routt County Clerk and Recorder’s office from which the point of termination of the easement described in said TWENTYMILE 2A bears North 44 Degrees 24 Minutes 10 Seconds West 520.51 feet, and from which the point of beginning of the easement described in said TWENTYMILE 2B bears North 09 Degrees 45 Minutes 38 Seconds West 746.97 feet;

Thence North 40 Degrees 30 Minutes 19 Seconds East a distance of 48.67 feet to the southwesterly line of the easement which is recorded in Book 373 at Page 558 of the Routt County Clerk and Recorder’s records;

Thence along the said southwesterly line of Book 373 at Page 558 South 47 Degrees 00 Minutes 25 Seconds East a distance of 224.76 feet;

Thence North 72 Degrees 00 Minutes 02 Seconds West a distance of 243.06 feet to the southeasterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443 of the Routt County Clerk and Recorder’s office;

Thence along the said southeasterly line of Lot 1, North 40 Degrees 30 Minutes 19 Seconds East a distance of 54.12 feet to the point of beginning.

PARCEL I: (TWENTYMILE 3)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline in the southeast one-quarter of the southwest one-quarter of Section 15, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet; Thence South 69 Degrees 12 Minutes 54 Seconds West a distance of 14,598.54 feet to the true point of beginning, thence;

1)North 53 Degrees 04 Minutes 53 Seconds East along said centerline a distance of 463.87 feet; thence

2)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 83.60 feet to the point of termination, whence the said southeast corner of said Section 12 bears North 69 Degrees 51 Minutes 07 Seconds East 14,074.55 feet.

Sidelines are shortened or lengthened to terminate at the East and South Lines of the said southeast one-quarter of the southwest one-quarter of Section15.

PARCEL J: (TWENTYMILE 4)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the northwest one-quarter of the southwest one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet;

Thence South 76 Degrees 04 Minutes 57 Seconds West, a distance of 10,862.88 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 50.05 feet to the point of termination, whence the said southeast corner of said Section 12 Bears North 76 Degrees 04 Minutes 57 Seconds East 10,817.92 feet.

Sidelines are shortened or lengthened to terminate at the North and West Lines of the said northwest one-quarter of the southwest one-quarter of Section 14.

PARCEL K: (TWENTYMILE 5)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the south one-half and the south one-half of the northeast one-quarter of Section 1, in the southeast one-quarter of Section 11, in the west one-half of Section 12, in the northwest one-quarter of the northeast one-quarter of Section 14, all in Township 5 North, Range 86 West of the 6th Principal Meridian, Tract 47, Tract 50, Tract 51, Lot 10 and Lot 11, Section 6, Township 5 North, Range 85 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East, 5,290.40 feet; thence South 87 Degrees 11 Minutes 50 Seconds West, a distance of 7,894.16 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 3,487.16 feet;

Thence being 125.00 feet in width, 50.00 feet on the northwesterly side and 75.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 25.00 feet;

2)North 03 Degrees 31 Minutes 03 Seconds East along said centerline a distance of 25.00 feet;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 03 Degrees 31 Minutes 03 Seconds East along said centerline a distance of 4,321.20 feet;

Thence being 85.00 feet in width, 25.00 feet on the northwesterly side and 60.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 425 at Page 25 and in Book 425 at Page 20 of the Routt County Clerk and Recorder’s office, a distance of 5,705.00 feet;

Thence being 25.00 feet in width, 25.00 feet on the northwesterly side and100.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 425 at Page 20 and in Book 399 at Page 332 of the Routt County Clerk and Recorder’s Office, a distance of 2,145.00 feet;

Thence being 85.00 feet in width, 25.00 feet on the northwesterly side and 60.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 399 at Page 332 of the Routt County Clerk and Recorder’s office, a distance of 1,599.80 feet to the point of termination, whence the said southeast corner of said Section 12 bears South 23 Degrees 50 Minutes 11 Seconds West 10,020.18 feet.

Sidelines are shortened or lengthened to terminate at angle points and at the West Line of said northwest one-quarter of the northeast one-quarter of said Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian and the East Line of Original Government Lot 2 per U.S. Original General Land Office Plat signed February 24,1882.

PARCEL L: (TWENTYMILE S14A)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the southwest one-quarter of the northeast one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 69 Degrees 58 Minutes 55 Seconds West, a distance of 7,032.27 feet to the true point of beginning;

Thence along the said centerline South 73 Degrees 18 Minutes 39 Seconds West, 68.29 feet;

Thence continuing along the said centerline South 62 Degrees 05 Minutes 24 Seconds West, 51.61 feet;

Thence continuing along the said centerline South 57 Degrees 06 Minutes 33 Seconds West, 50.79 feet;

Thence continuing along the said centerline South 52 Degrees 25 Minutes 26 Seconds West, 45.79 feet;

Thence continuing along the said centerline South 51 Degrees 00 Minutes 51 Seconds West 64.61 feet; from which the northeast corner of said Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, bears North 41 Degrees 19 Minutes 01 Seconds East 10,434.99 feet.

PARCEL M: (TWENTYMILE S14B)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the southwest one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 71 Degrees 58 Minutes 46 Seconds West a distance of 8,330.88 feet to the true point of beginning;

Thence along the said centerline North 74 Degrees 55 Minutes 31 Seconds West, 75.15 feet; from which the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, bears North 45 Degrees 40 Minutes 50 Seconds East 11,232.83 feet.

PARCEL N: (TWENTYMILE S6)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in Tract 47, Lot 11, of Section 6, Township 5 North, Range 85 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Beginning at a point on the West Line of Government Lot 1 (AKA West Line of the northeast one-quarter of the northeast one-quarter of said Section 6), from which a G.L.O. brass cap angle point number 5 of said Tract 47 bears South 01 Degrees 37 Minutes 25 Seconds East 11.32 feet, thence along the said centerline South 86 Degrees 12 Minutes 18 Seconds West, 19.27 feet to Point C;

Thence continuing along the said centerline South 76 Degrees 42 Minutes 48 Seconds West, 57.93 feet;

Thence continuing along the said centerline North 80 Degrees 54 Minutes 53 Seconds West, 99.11 feet;

Thence continuing along the said centerline North 73 Degrees 40 Minutes 47 Seconds West, 87.56 feet;

Thence continuing along the said centerline North 58 Degrees 10 Minutes 12 Seconds West, 82.12 feet;

Thence continuing along the said centerline North 27 Degrees 48 Minutes 31 Seconds West, 43.40 feet to the termination of this part of the access road from which the said angle point number 5 of Tract 47 bears South 71 Degrees 07 Minutes 44 Seconds East 366.93 feet

Together with:

Beginning at said Point C, thence continuing along the said centerline North 03 Degrees 57 Minutes 55 Seconds East, 35.55 feet;

Thence continuing along the said centerline North 03 Degrees 03 Minutes 27 Seconds East, 76.62 feet;

Thence continuing along the said centerline North 01 Degrees 10 Minutes 41 Seconds East, 97.83 feet;

Thence continuing along the said centerline North 01 Degrees 44 Minutes 08 Seconds East, 96.08 feet;

Thence continuing along the said centerline North 43 Degrees 40 Minutes 09 Seconds West, 113.37 feet;

Thence continuing along the said centerline North 35 Degrees 55 Minutes 16 Seconds West, 106.91 feet;

Thence continuing along the said centerline North 49 Degrees 11 Minutes 49 Seconds West, 47.49 feet;

Thence continuing along the said centerline South 78 Degrees 45 Minutes 25 Seconds West, 123.78 feet;

Thence continuing along the said centerline South 89 Degrees 38 Minutes 41 Seconds West, 122.93 feet;

Thence continuing along the said centerline South 66 Degrees 24 Minutes 56 Seconds West, 79.48 feet;

Thence continuing along the said centerline South 45 Degrees 15 Minutes 10 Seconds West, 98.34 feet;

Thence continuing along the said centerline South 66 Degrees 08 Minutes 03 Seconds West, 106.37 feet;

Thence continuing along the said centerline South 74 Degrees 38 Minutes 33 Seconds West, 117.06 feet;

Thence continuing along the said centerline South 67 Degrees 37 Minutes 34 Seconds West, 114.49 feet;

Thence continuing along the said centerline South 36 Degrees 43 Minutes 37 Seconds West, 65.45 feet;

Thence continuing along the said centerline South 27 Degrees 13 Minutes 23 Seconds West, 87.85 feet;

Thence continuing along the said centerline South 69 Degrees 13 Minutes 33 Seconds West, 130.69 feet;

Thence continuing along the said centerline South 67 Degrees 19 Minutes 23 Seconds West, 106.30 feet;

Thence continuing along the said centerline South 77 Degrees 11 Minutes 14 Seconds West, 94.62 feet;

Thence continuing along the said centerline South 72 Degrees 10 Minutes 16 Seconds West, 87.98 feet;

Thence continuing along the said centerline South 35 Degrees 05 Minutes 43 Seconds West, 105.21 feet;

Thence continuing along the said centerline South 54 Degrees 16 Minutes 00 Seconds West, 101.03 feet;

Thence continuing along the said centerline South 44 Degrees 49 Minutes 53 Seconds West, 88.76 feet to the termination of this part of the access road from which the said angle point number 5 of Tract 47 bears North 82 Degrees 39 Minutes 44 Seconds East, 1,581.08 feet

PARCEL O: (TWENTYMILE PORTAL)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in Section 21 and in the northwest one-quarter of Section 28, all of Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,935.76 feet, thence South 49 Degrees 11 Minutes 23 Seconds East a distance of 16,826.32 feet to the true point of beginning;

Thence along the said centerline North 43 Degrees 19 Minutes 22 Seconds West, 103.67 feet;

Thence continuing along the said centerline North 37 Degrees 33 Minutes 27 Seconds West, 34.02 feet;

Thence continuing along the said centerline North 06 Degrees 38 Minutes 27 Seconds West, 70.98 feet;

Thence continuing along the said centerline North 11 Degrees 13 Minutes 38 Seconds East, 183.89 feet;

Thence continuing along the said centerline North 15 Degrees 18 Minutes 35 Seconds East, 70.87 feet;

Thence continuing along the said centerline North 28 Degrees 18 Minutes 38 Seconds East, 82.79 feet;

Thence continuing along the said centerline North 36 Degrees 36 Minutes 34 Seconds East, 256.74 feet;

Thence continuing along the said centerline North 40 Degrees 19 Minutes 07 Seconds East, 184.38 feet;

Thence continuing along the said centerline North 42 Degrees 35 Minutes 46 Seconds East, 716.87 feet;

Thence continuing along the said centerline North 40 Degrees 52 Minutes 42 Seconds East, 129.67 feet;

Thence continuing along the said centerline North 30 Degrees 21 Minutes 41 Seconds East, 119.20 feet;

Thence continuing along the said centerline North 00 Degrees 33 Minutes 39 Seconds East, 81.20 feet;

Thence continuing along the said centerline North 32 Degrees 02 Minutes 15 Seconds West, 90.59 feet;

Thence continuing along the said centerline North 50 Degrees 06 Minutes 31 Seconds West, 129.78 feet;

Thence continuing along the said centerline North 44 Degrees 36 Minutes 14 Seconds West, 94.54 feet;

Thence continuing along the said centerline North 20 Degrees 38 Minutes 57 Seconds West, 116.35 feet;

Thence continuing along the said centerline North 08 Degrees 07 Minutes 19 Seconds West, 286.25 feet;

Thence continuing along the said centerline North 00 Degrees 29 Minutes 16 Seconds West, 88.95 feet;

Thence continuing along the said centerline North 38 Degrees 11 Minutes 58 Seconds East, 74.35 feet;

Thence continuing along the said centerline North 65 Degrees 38 Minutes 00 Seconds East, 215.11 feet;

Thence continuing along the said centerline North 66 Degrees 28 Minutes 28 Seconds East, 97.47 feet;

thence continuing along the said centerline North 52 Degrees 11 Minutes 57 Seconds East, 113.48 feet;

Thence continuing along the said centerline North 21 Degrees 07 Minutes 41 Seconds East, 116.83 feet;

Thence continuing along the said centerline North 09 Degrees 29 Minutes 56 Seconds West, 116.64 feet;

Thence continuing along the said centerline North 26 Degrees 07 Minutes 25 Seconds West, 68.77 feet;

Thence continuing along the said centerline North 48 Degrees 21 Minutes 24 Seconds West, 65.53 feet;

Thence continuing along the said centerline North 52 Degrees 16 Minutes 38 Seconds West, 115.26 feet;

Thence continuing along the said centerline North 47 Degrees 02 Minutes 15 Seconds West, 208.28 feet;

Thence continuing along the said centerline North 41 Degrees 41 Minutes 50 Seconds West, 100.94 feet;

Thence continuing along the said centerline North 34 Degrees 35 Minutes 19 Seconds West, 81.52 feet;

Thence continuing along the said centerline North 24 Degrees 43 Minutes 53 Seconds West, 53.80 feet;

Thence continuing along the said centerline North 00 Degrees 51 Minutes 39 Seconds West, 53.54 feet;

Thence continuing along the said centerline North 24 Degrees 59 Minutes 52 Seconds East, 47.55 feet;

Thence continuing along the said centerline North 35 Degrees 42 Minutes 32 Seconds East, 101.98 feet;

Thence continuing along the said centerline North 10 Degrees 58 Minutes 40 Seconds East, 79.66 feet;

Thence continuing along the said centerline North 41 Degrees 23 Minutes 11 Seconds West, 58.12 feet;

Thence continuing along the said centerline North 66 Degrees 08 Minutes 29 Seconds West, 119.28 feet;

Thence continuing along the said centerline North 64 Degrees 41 Minutes 10 Seconds West, 67.37 feet;

Thence continuing along the said centerline North 55 Degrees 32 Minutes 00 Seconds West, 89.62 feet;

Thence continuing along the said centerline North 58 Degrees 34 Minutes 20 Seconds West, 83.43 feet;

Thence continuing along the said centerline North 76 Degrees 55 Minutes 21 Seconds West, 94.35 feet;

Thence continuing along the said centerline North 89 Degrees 59 Minutes 29 Seconds West, 113.09 feet;

Thence continuing along the said centerline South 77 Degrees 19 Minutes 04 Seconds West, 107.77 feet;

Thence continuing along the said centerline South 72 Degrees 04 Minutes 15 Seconds West, 205.85 feet;

Thence continuing along the said centerline South 68 Degrees 29 Minutes 28 Seconds West, 207.27 feet;

Thence continuing along the said centerline South 61 Degrees 47 Minutes 09 Seconds West, 156.18 feet;

Thence continuing along the said centerline South 56 Degrees 32 Minutes 32 Seconds West, 184.18 feet;

Thence continuing along the said centerline South 54 Degrees 51 Minutes 04 Seconds West, 177.53 feet;

Thence continuing along the said centerline South 66 Degrees 09 Minutes 51 Seconds West, 26.10 feet;

Thence continuing along the said centerline North 82 Degrees 28 Minutes 14 Seconds West, 52.82 feet;

Thence continuing along the said centerline North 66 Degrees 42 Minutes 45 Seconds West, 183.63 feet;

Thence continuing along the said centerline North 67 Degrees 22 Minutes 54 Seconds West, 213.12 feet;

Thence continuing along the said centerline North 64 Degrees 47 Minutes 27 Seconds West, 90.05 feet;

Thence continuing along the said centerline North 47 Degrees 36 Minutes 41 Seconds West, 71.42 feet;

Thence continuing along the said centerline North 08 Degrees 26 Minutes 15 Seconds West, 94.84 feet;

Thence continuing along the said centerline North 28 Degrees 13 Minutes 04 Seconds East, 128.81 feet;

Thence continuing along the said centerline North 15 Degrees 44 Minutes 19 Seconds East, 69.22 feet;

Thence continuing along the said centerline North 32 Degrees 42 Minutes 05 Seconds West, 62.32 feet;

Thence continuing along the said centerline North 61 Degrees 35 Minutes 44 Seconds West, 210.32 feet;

Thence continuing along the said centerline North 62 Degrees 59 Minutes 24 Seconds West, 217.27 feet;

Thence continuing along the said centerline North 63 Degrees 38 Minutes 21 Seconds West, 62.28 feet;

Thence continuing along the said centerline North 58 Degrees 32 Minutes 26 Seconds West, 97.17 feet;

Thence continuing along the said centerline North 45 Degrees 13 Minutes 34 Seconds West, 90.95 feet;

Thence continuing along the said centerline North 38 Degrees 44 Minutes 13 Seconds West, 238.73 feet;

Thence continuing along the said centerline North 36 Degrees 54 Minutes 44 Seconds West, 201.79 feet;

Thence continuing along the said centerline North 33 Degrees 47 Minutes 01 Seconds West, 143.00 feet;

Thence continuing along the said centerline North 20 Degrees 24 Minutes 41 Seconds West, 136.44 feet;

Thence continuing along the said centerline North 03 Degrees 47 Minutes 45 Seconds West, 89.72 feet;

Thence continuing along the said centerline North 01 Degrees 30 Minutes 02 Seconds East, 126.05 feet;

Thence continuing along the said centerline North 88 Degrees 23 Minutes 10 Seconds West, 27.55 feet, from which the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears North 84 Degrees 48 Minutes 02 Seconds West 10,417.49 feet.

PARCEL P: (TWENTYMILE NORTH PORTAL)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the northwest one-quarter of the northwest one-quarter of Section 21, the southwest one-quarter of the southwest one-quarter of Section 16, and the south one-half of the southeast one-quarter and the southeast

one-quarter of the southwest one-quarter of Section 17, all in Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,935.76 feet, thence South 60 Degrees 30 Minutes 58 Seconds East a distance of 11,948.15 feet to the true point of beginning;

Thence along the said centerline North 01 Degrees 30 Minutes 02 Seconds East, 122.14 feet;

Thence continuing along the said centerline North 01 Degrees 31 Minutes 39 Seconds East, 197.47 feet;

Thence continuing along the said centerline North 01 Degrees 47 Minutes 45 Seconds East, 166.05 feet;

Thence continuing along the said centerline North 02 Degrees 07 Minutes 48 Seconds West, 156.45 feet;

Thence continuing along the said centerline North 12 Degrees 35 Minutes 32 Seconds West, 99.80 feet;

Thence continuing along the said centerline North 22 Degrees 29 Minutes 51 Seconds West, 152.87 feet;

Thence continuing along the said centerline North 30 Degrees 25 Minutes 00 Seconds West, 121.08 feet;

Thence continuing along the said centerline North 44 Degrees 23 Minutes 44 Seconds West 156.62 feet;

Thence continuing along the said centerline North 55 Degrees 09 Minutes 18 Seconds West, 138.61 feet;

Thence continuing along the said centerline North 70 Degrees 16 Minutes 29 Seconds West, 77.96 feet;

Thence continuing along the said centerline North 80 Degrees 06 Minute 01 Seconds West, 131.43 feet;

Thence continuing along the said centerline North 79 Degrees 24 Minutes 51 Seconds West, 358.26 feet;

Thence continuing along the said centerline North 81 Degrees 05 Minutes 11 Seconds West, 184.65 feet;

Thence continuing along the said centerline South 63 Degrees 53 Minutes 45 Seconds West, 22.83 feet;

Thence continuing along the said centerline South 59 Degrees 46 Minutes 30 Seconds West, 96.95 feet;

Thence continuing along the said centerline South 46 Degrees 16 Minutes 59 Seconds West, 126.33 feet;

Thence continuing along the said centerline South 50 Degrees 14 Minutes 50 Seconds West, 33.33 feet;

Thence continuing along the said centerline North 59 Degrees 08 Minute 19 Seconds West, 31.60 feet;

Thence continuing along the said centerline North 29 Degrees 07 Minutes 26 Seconds West, 126.76 feet

Thence continuing along the said centerline North 30 Degrees 20 Minutes 00 Seconds West, 117.53 feet;

Thence continuing along the said centerline North 29 Degrees 21 Minutes 32 Seconds West, 198.57 feet;

Thence continuing along the said centerline North 30 Degrees 05 Minutes 49 Seconds West, 124.26 feet;

Thence continuing along the said centerline North 38 Degrees 44 Minute 09 Seconds West, 23.38 feet;

Thence continuing along the said centerline North 54 Degrees 59 Minutes 48 Seconds West, 24.21 feet;

Thence continuing along the said centerline North 88 Degrees 04 Minutes 08 Seconds West, 164.71 feet;

Thence continuing along the said centerline South 89 Degrees 47 Minutes 11 Seconds West, 155.85 feet;

Thence continuing along the said centerline South 89 Degrees 29 Minutes 28 Seconds West, 285.54 feet;

Thence continuing along the said centerline South 89 Degrees 36 Minutes 01 Seconds West, 228.57 feet;

Thence continuing along the said centerline South 89 Degrees 46 Minutes 37 Seconds West, 241.88 feet;

Thence continuing along the said centerline North 89 Degrees 58 Minutes 33 Seconds West, 154.45 feet;

Thence continuing along the said centerline South 89 Degrees 24 Minutes 14 Seconds West, 138.11 feet;

Thence continuing along the said centerline South 89 Degrees 22 Minutes 03 Seconds West, 97.29 feet;

Thence continuing along the said centerline South 83 Degrees 06 Minutes 07 Seconds West, 50.83 feet;

Thence continuing along the said centerline South 66 Degrees 40 Minutes 42 Seconds West, 73.32 feet;

Thence continuing along the said centerline South 63 Degrees 06 Minutes 59 Seconds West, 98.66 feet;

Thence continuing along the said centerline South 42 Degrees 59 Minutes 35 Seconds West, 115.78 feet to the northeasterly line of an easement which is recorded in Book 373 at Page 550 of the Routt County Clerk and Recorder’s office, from which the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 85 Degrees 15 Minutes 01 Seconds West 7,017.25 feet.

Basis of bearings for Parcels E through P – Bearings are grid bearings, Colorado Coordinate System, NAD 83(1992), North Zone and are based upon the direction from NGS stainless steel rod “JONES” located at the Bob Adams Field Airport to USC&GS bench mark “F-28” located approximately 0.75 miles west of Milner as being South 74 Degrees 52 Minutes 45 Seconds West, said legal descriptions being prepared by James B. Ackerman, R.L.S. 16394.

Part Seventh – Electric Transmission and Distribution Lines

Arapahoe County

Daniels Park – Ft. Lupton Line /The Southlands Tract

A parcel of land in the Southeast one-quarter of Section 19, Township 5 South, Range 65 West of the Sixth Principal Meridian, City of Aurora, County of Arapahoe, State of Colorado, described as follows:

Commencing at the East quarter corner of said Section 19 and considering the North Line of said Southeast one-quarter of Section 19 to bear South 89 Degrees 21 Minutes 35 Seconds West with all bearings herein relative thereto; thence South 89 Degrees 21 Minutes 35 Seconds West along said North Line, a distance of 1,235.85 feet to the point of beginning, also being a point on the South Line of a Public Service Company parcel recorded in Book 1236 at page 393 of the Arapahoe County records; thence South 00 Degrees 43 Minutes 48 Seconds East, a distance of 587.35 feet; thence South 32 Degrees 24 Minutes 37 Seconds West, a distance of 1,441.22 feet to a point on the northerly line of the proposed Smoky Hill Road Right-of-Way; thence North 58 Degrees 37 Minutes 52 Seconds West along said northerly line a distance of 411.11 feet; thence North 60 Degrees 26 Minutes 06 Seconds East, a distance of 121.40 feet; thence North 32 Degrees 24 Minutes 37 Seconds East, a distance of 991.31 feet to a point of curvature; thence along the arc of a 823.00 foot radius curve to the left through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 476.03 feet and having a chord which bears North 15 Degrees 50 Minutes 24 Seconds East, a distance of 469.42 feet; thence North 00 Degrees 43 Minutes 48 Seconds West, a distance of 237.69 feet to a point on the South Line of said Public Service Company parcel and said North Line of the Southeast one-quarter of Section 19; thence North 89 Degrees 21 Minutes 35 Seconds East along said North and South Lines, a distance of 125.00 feet; thence South 00 Degrees 43 Minutes 48 Seconds East, a distance of 237.50 feet to a point of curvature; thence along the arc of a 948.00 foot radius curve to the right through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 548.33 feet and having a chord which bears South 15 Degrees 50 Minutes 24 Seconds West, a distance of 540.72 feet; thence South 32 Degrees 24 Minutes 37 Seconds West, a distance of 1,057.37 feet; thence North 69 Degrees 48 Minutes 30 Seconds East, a distance of 171.24 feet; thence North 32 Degrees 24 Minutes 37 Seconds East, a distance of 921.33 feet to a point of curvature; thence along the arc of a 1,052.00 foot radius curve to the left through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 608.48 feet and having a chord which bears North 15 Degrees 50 Minutes 24 Seconds East, a distance of 600.04 feet; thence North 00 Degrees 43 Minutes 48 Seconds West, a distance of 237.33 feet to a point on the South Line of said Public Service Company parcel and said North Line of the Southeast one-quarter of Section 19; thence North 89 Degrees 21 Minutes 35 Seconds East along said North and South Lines, a distance of 125.00 feet to the point of beginning.

Containing 503,002 square feet or 11.5473 acres, more or less.

EX-4.03

Exhibit 4.03

SUPPLEMENTAL INDENTURE

(Dated as of August 1, 2005)

PUBLIC SERVICE COMPANY OF COLORADO

TO

U.S. BANK TRUST NATIONAL ASSOCIATION,

As Trustee

Creating an Issue of First Mortgage Bonds,

Collateral Series P

(Supplemental to Indenture dated as of December 1, 1939, as amended)

SUPPLEMENTAL INDENTURE, dated as of August 1, 2005, 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 P (the “Collateral Series P 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 P 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 P Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series P 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 P 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 P 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 P Bonds and to specify the form, terms and provisions thereof, and to make definite and certain the lien of the Indenture upon the premises hereinafter described and to subject said premises directly to the lien of the Indenture, and to secure the payment of the principal of and premium, if any, and interest, if any, on all bonds from time to time outstanding under the Indenture, including the Collateral Series P 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, the property described in Schedule B hereto (which is described in such manner as to fall within and under the headings or parts or classifications set forth in the Granting Clauses of the Principal Indenture);

TO HAVE AND TO HOLD all and singular the properties, rights, privileges and franchises described in the Principal Indenture, in the several Supplemental Indentures hereinabove referred to and in this Supplemental Indenture and owned by the Company on the date of the execution and delivery hereof (other than property of a character expressly excepted from the lien of the Indenture as therein set forth) unto the Trustee and its successor or successors and assigns forever;

SUBJECT, HOWEVER, to permitted encumbrances as defined in the Indenture;

IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture, for the equal and proportionate benefit and security of all present and future holders of the bonds and coupons issued and to be issued under the Indenture, including the Collateral Series P Bonds, without preference, priority or distinction as to lien (except as any sinking, amortization, improvement or other fund established in accordance with the provisions of the Indenture or any indenture supplemental thereto may afford additional security for the bonds of any particular series) of any of said bonds over any others thereof by reason of series, priority in the time of the issue or negotiation thereof, or otherwise howsoever, except as provided in Section 2 of Article IV of the Indenture.

2

ARTICLE ONE

CREATION AND DESCRIPTION OF THE COLLATERAL SERIES P 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 P.   The Collateral Series P Bonds shall be limited to an aggregate principal amount of One Hundred Twenty-Nine Million Five Hundred Thousand Dollars ($129,500,000), excluding any Collateral Series P Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on transfer of other Collateral Series P Bonds pursuant to any provisions of the Indenture.  The Collateral Series P Bonds shall mature on September 1, 2017.  The Collateral Series P Bonds shall not bear interest.

The principal of each Collateral Series P 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 P 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 designated as First Collateral Trust Bonds, Series No. 16 (MBIA Collateral Bonds) (the “1993 Mortgage Securities”).  As provided in the 1993 Mortgage, the Collateral Series P 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 1993 Mortgage 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 P Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series P 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 P Bonds which is then due.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Collateral Series P 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 P 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 P Bond shall be dated as of the date of its authentication.

3

The Collateral Series P Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and multiples thereof.

The Collateral Series P 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 P 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 P Bond.

SECTION 2.  The text of the Collateral Series P Bonds shall be substantially in the form attached hereto as Exhibit A.

SECTION 3.  The Collateral Series P 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 P BONDS

SECTION 1.  Each Collateral Series P 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.  In the event that any 1993 Mortgage Securities are to be redeemed pursuant to Section (h)(i) or (ii) of Article I of Supplemental Indenture No. 16 to the 1993 Mortgage, the Collateral Series P Bonds shall be redeemed in a principal amount equal to the principal amount of the 1993 Mortgage Securities to be redeemed and on the date fixed for redemption of the 1993 Mortgage Securities.

SECTION 3.  The provisions of Sections 3, 4, 5, 6 and 7 of Article V of the Indenture shall be applicable to the Collateral Series P Bonds, except that (a) no publication of notice of redemption of the Collateral Series P Bonds shall be required and (b) if less than all the Collateral Series P Bonds are to be redeemed, the Collateral Series P 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 4.  The holder of each and every Collateral Series P Bond hereby agrees to accept payment thereof prior to maturity on the terms and conditions provided for in this Article Two.

4

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 P 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 P Bonds.

ARTICLE FOUR

THE TRUSTEE

The Trustee accepts the trusts created by this Supplemental Indenture upon the terms and conditions set forth in the Indenture and this Supplemental Indenture.  The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee.  Each and every term and condition contained in Article XII of the Indenture shall apply to this 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.

5

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 P 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.

6

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 Vice Presidents and attested by one of its Vice Presidents, for and in its behalf, all as of the day and year first above written.

				PUBLIC SERVICE COMPANY OF
				COLORADO
				By:	/S/ GEORGE E. TYSON II
				Name:		George E. Tyson II
				Title:		Vice President and Treasurer
ATTEST:	/S/ PATRICE D. BLAESER
	Name:	Patrice D. Blaeser
	Title:	Assistant Secretary
STATE OF MINNESOTA			)
			) ss.:
CITY OF MINNEAPOLIS			)

On this 10^th day of August, 2005, before me, Sharon M. Quellhorst, a duly authorized Notary Public in and for said City in the State aforesaid, personally appeared George E. Tyson II and Patrice D. Blaeser to me known to be a Vice President and Treasurer and an 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 Public, State of Minnesota

Commission Expires: January 31, 2010

7

				U.S. BANK TRUST
				NATIONAL ASSOCIATION,
				as Trustee
				By:	/S/ BEVERLY A. FREENEY
					Name:	Beverly A. Freeney
					Title:	Vice President
ATTEST:	/S/ WARD SPOONER
	Name:	Ward Spooner
	Title:	Vice President
STATE OF NEW YORK			)
			) ss.:
CITY AND COUNTY OF NEW YORK			)

On this 10th day of August, 2005 before me, Patricia V. Cowart, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared Beverly A. Freeney and Ward Spooner to me known to be Vice Presidents 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 Vice Presidents 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/ PATRICIA V. COWART

Name: Patricia V. Cowart

Notary Public, State of New York

Commission Expires: September 22, 2005

8

EXHIBIT A

FORM OF COLLATERAL SERIES P 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 P

DUE September 1, 2017

REGISTERED	REGISTERED
No. 1	$129,500,000

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, One Hundred Twenty-Nine Million Five Hundred Thousand Dollars on September 1, 2017, 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

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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 August 1, 2005 (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 P, 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.

In the event that any or all of the 1993 Mortgage Securities are redeemed pursuant to Section (h)(i) or (ii) of Article I of Supplemental Indenture No. 16 to the 1993 Mortgage, this bond shall be redeemed in a principal amount equal to the principal amount of the 1993 Mortgage Securities to be redeemed and on the date fixed for redemption of the 1993 Mortgage Securities.

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

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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.

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

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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

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SCHEDULE A

SUPPLEMENTAL INDENTURES

Date ofSupplementalIndenture	Series of Bonds	PrincipalAmount Issued		PrincipalAmountOutstanding
March 14, 1941	None	—		—
May 14, 1941	None	—		—
April 28, 1942	None	—		—
April 14, 1943	None	—		—
April 27, 1944	None	—		—
April 18, 1945	None	—		—
April 23, 1946	None	—		—
April 9, 1947	None	—		—
June 1, 1947*	2-7/8% Series due 1977	$	40,000,000	None
April 1, 1948	None	—		—
May 20, 1948	None	—		—
October 1, 1948	3-1/8% Series due 1978	10,000,000		None
April 20, 1949	None	—		—
April 24, 1950	None	—		—
April 18, 1951	None	—		—
October 1, 1951	3-1/4% Series due 1981	15,000,000		None
April 21, 1952	None	—		—
December 1, 1952	None	—		—
April 15, 1953	None	—		—
April 19, 1954	None	—		—
October 1, 1954*	3-1/8% Series due 1984	20,000,000		None
April 18, 1955	None	—		—
April 24, 1956	None	—		—
May 1, 1957*	4-3/8% Series due 1987	30,000,000		None
April 10, 1958	None	—		—
May 1, 1959	4-5/8% Series due 1989	20,000,000		None
April 18, 1960	None	—		—
April 19, 1961	None	—		—
October 1, 1961	4-1/2% Series due 1991	30,000,000		None
March 1, 1962	4-5/8% Series due 1992	8,800,000		None
June 1, 1964	4-1/2% Series due 1994	35,000,000		None
May 1, 1966	5-3/8% Series due 1996	35,000,000		None
July 1, 1967*	5-7/8% Series due 1997	35,000,000		None
July 1, 1968*	6-3/4% Series due 1998	25,000,000		None
April 25, 1969	None	—		—

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Date ofSupplementalIndenture	Series of Bonds	PrincipalAmount Issued		PrincipalAmountOutstanding
April 21, 1970	None	—		—
September 1, 1970	8-3/4% Series due 2000	35,000,000		None
February 1, 1971	7-1/4% Series due 2001	40,000,000		None
August 1, 1972	7-1/2% Series due 2002	50,000,000		None
June 1, 1973	7-5/8% Series due 2003	50,000,000		None
March 1, 1974	Pollution Control Series A	24,000,000		None
December 1, 1974	Pollution Control Series B	50,000,000		None
October 1, 1975	9-3/8% Series due 2005	50,000,000		None
April 28, 1976	None	—		—
April 28, 1977	None	—		—
November 1, 1977*	8-1/4% Series due 2007	50,000,000		None
April 28, 1978	None	—		—
October 1, 1978	9-1/4% Series due 2008	50,000,000		None
October 1, 1979*	Pollution Control Series C	50,000,000		None
March 1, 1980*	15% Series due 1987	50,000,000		None
April 28, 1981	None	—		—
November 1, 1981*	Pollution Control Series D	27,380,000		None
December 1, 1981*	16-1/4% Series due 2011	50,000,000		None
April 29, 1982	None	—		—
May 1, 1983*	Pollution Control Series E	42,000,000		None
April 30, 1984	None	—		—
March 1, 1985*	13% Series due 2015	50,000,000		None
November 1, 1986*	Pollution Control Series F	27,250,000		None
May 1, 1987*	8.95% Series due 1992	75,000,000		None
July 1, 1990*	9-7/8% Series due 2020	75,000,000		None
December 1, 1990*	Secured Medium-Term Notes, Series A	191,500,000	**	None
March 1, 1992*	8-1/8% Series due 2004 and	100,000,000		None
	8-3/4% Series due 2022	150,000,000		None
April 1, 1993*	Pollution Control Series G	79,500,000		79,500,000
June 1, 1993*	Pollution Control Series H	50,000,000		50,000,000
November 1, 1993*	Collateral Series A	134,500,000		134,500,000
January 1, 1994*	Collateral Series B due 2001 and	102,667,000		None
	Collateral Series B due 2024	110,000,000		None
September 2, 1994	None	—		—
(Appointment of Successor Trustee)
May 1, 1996	Collateral Series C	125,000,000		125,000,000

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Date ofSupplementalIndenture	Series of Bonds	PrincipalAmount Issued	PrincipalAmountOutstanding
November 1, 1996	Collateral Series D	250,000,000	100,000,000
February 1, 1997	Collateral Series E	150,000,000	None
April 1, 1998	Collateral Series F	250,000,000	None
August 15, 2002	Collateral Series G	48,750,000	48,750,000
September 1, 2002	Collateral Series H	600,000,000	None
September 15, 2002	Collateral Series I	530,000,000	None
April 1, 2003	Collateral Series J	600,000,000	600,000,000
March 1, 2003	Collateral Series K	250,000,000	None
September 15, 2003	Collateral Series L	250,000,000	250,000,000
May 1, 2003	Collateral Series M	350,000,000	None
September 1, 2003	Collateral Series N	300,000,000	300,000,000
September 1, 2003	Collateral Series O	275,000,000	275,000,000

* Contains amendatory provisions

** $200,000,000 authorized

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SCHEDULE B

DESCRIPTION OF PROPERTY

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

Part First – Plants

Mesa County

Cameo Power Plant – Additional Land – The Powderhorn Tract

PARCEL A:

Township 10 South, Range 98 West of the 6th P.M.:

Section 33:

S1/2 SW1/4;

E1/2 EXCEPT the North 660 feet thereof as conveyed in instrument recorded August 3, 1994 in Book 2090 at Page 243.

(2709-334-00-074 – Book 1350 at Page 544, and Book 3095 at Page 106)

Section 34:

S1/2NW1/4 lying West of the West boundary line of that parcel conveyed in instrument recorded June 19, 1980 in Book 1262 at Page 582 and re-recorded November 28, 1980 in Book 1286 at Page 655, said West boundary line being described as follows:

Beginning at a point on the South line of the S1/2 of said NW1/4 which is located S 89º54’35”E 1301.50 feet from the W1/4 corner of said Section 34;

Thence along a cliff North 41º08’ West 479.52 feet to the Grand Valley Highline Canal right of way;

Thence along said Canal right of way North 56º48’East 71.65 feet;

Thence North 33º12’ West 365.00 feet;

Thence North 23º44’ West 395.00 feet;

Thence North 21º16’ East 196.45 feet to the Southerly railroad spur right of way;

Thence North 73º04’30” East 252.17 feet along said railroad right of way to the North line of said S1/2NW1/4.

EXCEPT all that portion as conveyed in instrument recorded June 19, 1980 in Book 1262 at Page 582 and re-recorded November 28, 1980 in Book 1286 at Page 655 being more particularly described as follows:

Commencing at a point being a chiseled cross on the East face of the concrete mine portal entrance from whence the NW corner of Section 34, Township 10 South, Range 98 West as now located bears N49º20’ West 1145.0 feet;

Thence North 37º32’ West 15 feet along the center line of the Mine tract;

Thence South 52º28’ West 560.0 feet;

Thence on an angle to the right of 89º02’ for a distance of 216.66 feet to the true point of beginning;

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Thence on an angle to the left of 97º13’ for a distance of 225 feet;

Thence on an angle to the right of 90º00’ for a distance of 150 feet;

Thence on an angle to the right of 90º00’ for a distance of 225 feet;

Thence 150 feet to the point of beginning.

ALSO EXCEPT: A strip of land 100 feet in width being 50 feet wide on each side of the center line of the Spur Track as now constructed over and across the Southerly portion of NW1/4NW1/4 Section 34, Township 10 South, Range 98 West, 6th P.M.  Said Spur Track extending in a Westerly direction from the main track of Rio Grande Junction Railway Co. near Cameo Station.

NOTE: Said strip deeded to Rio Grande Junction Railway Co., in the instrument recorded May 3, 1900 in Book 46 at Page 582 but the specific location is not described. (2709-334-00-074 – Book 1350 at Page 544, and Book 3095 at Page 106)

PARCEL B:

Township 11 South, Range 98 West 6th P. M.:

Section 3:

Lots 1, 2, 3, 4, 5, 6, 7, 12 and 13: EXCEPT a strip of land 100 feet wide or 50 feet wide on each side of the center line of the survey of the Rio Grande Junction Railway Company as same is now surveyed, staked and located through, over and across Lot 1 as conveyed in Deed recorded November 5, 1889 in Book 2 at Page 218.

(2937-032-00-001 – Book 1350 at Page 544, and Book 3095 at Page 117)

Section 4:

Lots 7 and 8

(2937-032-00-001 – Book 1350 at Page 544, and Book 3095 at Page 117)

The above-described property is further described by metes and bounds survey as that certain 793.8 acre parcel of land, more or less, provided by Survey of KS Professional Surveying, Inc., Kurt R. Shepherd, Colorado Professional Land Surveyor No. 28662, dated January 22, 2003, and being more particularly described as follows:

A parcel of land located in a portion of Section 33 and 34, Township 10 South, Range 98 West, and Section 3 and 4, Township 11 South, Range 98 West, 6th Principal Meridian, Mesa County Colorado, being more particularly described as follows:

Commencing at the Southeast corner of said Section 33, which is a U.S. G.L.O. brass cap, whence the Southwest corner of Section 33, which is a U.S. G.L.O. brass cap bears North 89º51’01” West with all bearings contained herein relative thereto; this being the POINT OF BEGINNING.

Thence North 89º59’34”East 353.72 feet along the Northerly line of said Section 3 to the Northeast corner of Section 3; Thence South 00º35’49”West 59.17 feet along the Easterly line of

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Section 3 to the Westerly R.O.W. line of the Union Pacific Railroad; Thence along said R.O.W. the following courses, 230.39 feet along the arc of a curve to the left having a radius of 3070.19 feet, a central angle of 04º17’58”, the chord of which bears South 20º36’51”West 230.33 feet; Thence South 18º27’52”West 639.12 feet; Thence South 89º56’22” West 52.74 feet; Thence 437.99 feet along the arc of a curve to the right having a radius of 1781.02 feet, a central angle of 14º05’25”, the chord of which bears South 25º38’35”West 436.89 feet; Thence South 32º41’18”West 560.16 feet; Thence 340.88 feet along the arc of a curve to the left having a radius of 2246.35 feet, a central angle of 08º41’40”, the chord of which bears South 28º13’23”West 340.55 feet; Thence South 23º52’33”West 162.88 feet to the Southerly line of Government Lot 8, Section 3; Thence departing from the Union Pacific Railroad R.O.W. South 89º54’41”West 1610.27 feet along the Southerly line of Government Lots 8 and 7, Section 3, to the common corner of Southwest corner Government Lot 7, Section 3, and the Northeast corner Government Lot 12, Section 3; Thence South 00º48’55”West 1314.49 feet along the Easterly line of Government Lot 12, Section 3, to the Southeast corner of Government Lot 12, Section 3; Thence South 89º52’59”West 2632.27 feet along the Southerly line of Government Lots 12 and 13, Section 3, to the Southwest corner of Government Lot 13, Section 3, and the Westerly line of Section 3; Thence North 00º41’45”East 1315.75 feet along the Westerly line of Government Lot 13, Section 3, and the Westerly line of Section 3, to the common corner of Northwest corner Government Lot 13, Section 3, and the Southeast corner Government Lot 8, Section 4, Thence North 89º46’06”West 2645.72 feet along the Southerly line of Government Lots 8 and 7, Section 4, to the Southwest corner of Government Lot 7, Section 4; Thence North 00º38’49”East 1311.45 feet along the Westerly line of Government Lot 7, Section 4, to the Northwest corner of Government Lot 7, Section 4; Thence South 89º51’40”East 2646.87 feet along the Northerly line of Government Lots 7 and 8, Section 4, to the common corner of Northeast corner Government Lot 8, Section 4, and the Southwest corner Government Lot 4, Section 3; Thence North 00º41’45”East 899.16 feet along the Westerly line of Government Lot 4, Section 3, and the Westerly line of Section 3 to the Northwest corner of Section 3, Township 11 South, Range 98 West, this point also being on the Southerly line of Section 33, Township 10 South, Range 98 West; Thence North 89º51’24”West 404.71 feet along said Southerly line of Section 33 to the Southwest corner of Section 33, Thence North 00º10’16”East 1320.41 feet along the Westerly line of the Southwest ¼ of the Southwest ¼ of Section 33 to the Northwest corner of the Southwest ¼ of the Southwest ¼ of Section 33; Thence South 89º50’42’East 1328.01 feet along the Northerly line of the Southwest ¼ of the Southwest ¼ of Section 33 to the Northwest corner of the Southeast ¼ of the Southwest ¼ of Section 33; Thence South 89º54’43” East 1330.59 feet along the Northerly line of the Southeast ¼ of the Southwest ¼ of Section 33 to the Northeast corner of the Southeast ¼ of the Southwest ¼ of Section 33; Thence North 00º01’01”West 1321.90 feet along the Westerly line of the Southeast ¼ of Section 33 to the Northwest corner of the Southeast ¼ of Section 33; Thence North 00º02’14”West 1985.41 feet along the Westerly line of the Northeast ¼ of Section 33; Thence North 89º55’50”East 2649.11 feet to the Easterly line of Section 33; Thence South 00º13’02’East 663.48 feet along the Easterly line of Section 33 to the Northwest corner of the South ½ of the Northwest ¼ of Section 34, Township 10 South, Range 98 West; Thence South 89º55’53”East 484.76 feet along the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence departing from said Northerly line of the South ½ of the Northwest ¼ of Section 34 South 43º09’20”West 101.06 feet; Thence South 46º50’40” East 150.00 feet; Thence North 43º09’20” East 225.00 feet; Thence North 46º50’40” West 17.50 feet to the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence South 89º55’53”

B-3

East 336.66 feet along the Northerly line of the South ½ of the Northwest ¼ of Section 34; Thence departing from the Northerly line of the South ½ of the Northwest ¼ of Section 34 South 73º02’25”West 247.77 feet; Thence South 21º13’55”West 196.45 feet; Thence South 23º16’05”East 395.00 feet; Thence South 33º14’05”East 365.00 feet; Thence South 56º45’55” West 71.65 feet; Thence South 41º10’05”East 479.52 feet to the Southerly line of the South ½ of the Northwest ¼ of Section 34; Thence North 89º56’40”West 1301.50 along the Southerly line of the South ½ of the Northwest ¼ of Section 34 to the Northeast corner of the Southeast ¼ of Section 33; Thence South 00º09’26”East 2651.99 feet along the Easterly line of the Southeast ¼ of Section 33 to the POINT OF BEGINNING.

Containing approximately 793.8 acres.

Morgan County

Pawnee Power Plant – Additional Land - Kauk Tract

A parcel of land in the NE1/4 of Section 30, Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado, said parcel being more particularly described as follows:  Commencing at the Southeast corner of said NE1/4 of Section 30; thence N1º21’25”E along the East line of said Section 30 a distance of 389.56 feet to the true point of beginning; thence S69º01’25”W a distance of 275.12 feet; thence S76º50’45”W a distance of 613.35 feet; thence N89º13’10”W a distance of 791.36 feet; thence N87º12’55”W a distance of 421.76 feet; thence N86º46’00”W a distance of 562.68 feet to a point on the west line of said NE1/4 of Section 30; thence N1º34’20”E along the West line of said NE1/4 of Section 30 a distance of 216.70 feet to a point on a parcel of land described in Book 787 at page 526 of the Morgan County records; thence N48º30’00”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 655.00 feet; thence N78º30’00”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 980.00 feet; thence N63º35’20”E along the Southerly line of said parcel of land described in Book 787 at page 526 a distance of 1341.75 feet to a point on the east line of said Section 30; thence S1º21’25”W along the East line of said Section 30 a distance of 1268.14 feet to the point of beginning, according to survey by Leibert McAtte and Associates dated December 13, 2004.

Part Second – Substations

Adams County

1.Chambers Substation Site

A parcel of land being a portion of Lot 2, Block 9; of Upland Park, recorded in the Adams County Clerk and Recorder’s Office in Plat Book 14 at Page 18, lying in Section 30, Township 3 South, Range 66 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows:

B-4

Beginning at the Northwest Corner of Lot 1, Block 1, DHL Subdivision Filing No. 1, as recorded at Reception No. C0274678, Adams County Clerk and Recorder’s Office, whence the northeast corner of said Lot 2 bears South 88 Degrees, 53 Minutes 55 Seconds East and distance of 252.51 feet;

Thence South 01 Degrees 05 Minutes 25 Seconds West along the westerly line of said DHL Subdivision, Filing No. 1, a distance of 520.98 feet;

Thence North 70 Degrees 46 Minutes 16 Seconds West along the northerly line of the Union Pacific Railroad Main Line Line Right Of Way as shown on said Upland Park Plat, a distance of 339.42 feet;

Thence North 01 Degrees 06 Minutes 08 Seconds East, non-tangent with the following described curve, a distance of 441.88 feet;

Thence the following two (2) courses along the Northerly Line of said Lot 2, being 30.00 feet southerly of and parallel with the centerline of East Moncrieff Place:

1)Along the arc of a curve to the left, having a central angel of 18 Degrees 06 Minutes 45 Seconds, a radius of 535.05 feet, a chord bearing of South 79 Degrees 50 Minutes 32 Seconds East, a distance of 168.44 feet, and an arc distance of 169.14 feet;

2)Thence South 88 Degrees 53 Minutes 55 Seconds East tangent with the last described curve, a distance of 156.13 feet to the point of beginning.

2.Spruce Substation

Lots 3 and 4, Block 1, Blue Spruce Energy Center Subdivision Filing No. 1, City of Aurora, County of Adams, State of Colorado

Arapahoe County

Murphy Creek Substation

Lot 1, Block 1, Southlands Subdivision Filing No. 2, as shown on the plat thereof recorded November 29, 2004 at Reception No. B4205583

Garfield County

New Castle Substation

Parcel A:

A tract of land situated in the NW1/4SE1/4 Section 31, Township 5 South, Range 90 West of the Sixth Principal Meridian lying south of the South Line of the Colorado River and north of the North Right of Way Line of County Road No. 335, Town of New Castle, County of Garfield, State of Colorado, said tract of land being more particularly described as follows:

B-5

Beginning at the intersection of the North Right of Way of said County Road No. 335 and the West Line of said NW1/4SE1/4 from which the center of said Section 31 Bears N. 01 Degrees 33’ 18” W. a distance of 965.50 feet;

Then along said West Line N. 01 Degrees 33’ 18” W. a distance of 114.11 feet to the southerly line of the Colorado River;

Then departing said West Line and along said South Line the following two courses:

1)N. 81 Degrees 40’ 00” E. a distance of 336.73 feet;

2)N. 76 Degrees 53’ 00” E. a distance of 580.91 feet;

Then departing said southerly line S. 02 Degrees 24’ 56” E. a distance of 296.38 feet to the North Right of Way Line of said County Road;

Then along said North Right of Way the following three courses:

1)S. 88 Degrees 30’ 42” W. a distance of 541.11 feet;

2)N. 86 Degrees 43’ 18” W. a distance of 301.00 feet;

3)S. 88 Degrees 30’ 42” W. a distance of 66.90 feet to the point of beginning.

Parcel B:

A tract of land in the NW1/4SE1/4 (Lot 5) Section 31, Township 5 S., Range 90 West of the Sixth Principal Meridian, lying southerly of the Colorado River and Northerly of the Right of Way as conveyed to the Department of Highways, State of Colorado by Document No. 245837:

Beginning at a point 326 feet more or less, westerly of the intersection of the northerly Right of Way Line of said Right of Way and the East Line of Lot 5; thence northerly to the southerly line of the Colorado River; thence westerly 100 feet, more or less along the southerly line of the Colorado River; thence southerly to the northerly line of said Right of Way; thence easterly along the northerly line of said Right of Way to the point of beginning.

Routt County

Foidel Creek Substation – Twenty Mile Coal Tract

Parcel A:

A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 24 Degrees 20 Minutes 44 Seconds West a distance of 407.41 feet to the point of beginning;

Thence North 46 Degrees 59 Minutes 09 Seconds West a distance of 539.86 feet;

Thence North 43 Degrees 01 Minutes 12 Seconds East a distance of 419.95 feet;

B-6

Thence South 47 Degrees 01 Minutes 22 Seconds East a distance of 517.84 feet;

Thence South 40 Degrees 30 Minutes 19 Seconds West a distance of 385.59 feet;

Thence South 34 Degrees 44 Minutes 31 Seconds West a distance of 35.43 feet to the point of beginning.

Note: Parcel A above, is now depicted as Parcel A, Foidel Creek Switching Substation Subdivision Exemption, according to the plat thereof filed July 28, 2004 at File No. 13388 and Reception No. 605443.

Parcel B:

A perpetual non-exclusive right-of-way and easement for the construction, maintenance and use of utility transmission and distribution lines and pedestrian and vehicular ingress and egress roadway purposes being a strip of land 25.00 feet wide, 12.50 feet on each side of the following described centerline, located in Sections 21 and 28, all in Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence South 41 Degrees 12 Minutes 53 Seconds West a distance of 254.22 feet to the point of beginning;

Thence along the centerline of an existing dirt access road the following five (5) courses:

1)Thence North 47 Degrees 39 Minutes 38 Seconds West tangent with the following described curve a distance of 104.52 feet;

2)Thence northwesterly along the arc of a curve to the right having a central angle of 59 Degrees 51 Minutes 07 Seconds, a radius of 100.00 feet, a chord bearing North 17 Degrees 44 Minutes 04 Seconds West a distance of 99.78 feet, and an arc distance of 104.46 feet;

3)Thence North 12 Degrees 11 Minutes 29 Seconds East tangent with the last and following described curves a distance of 229.48 feet;

4)Thence northeasterly along the arc of a curve to the right having a central angle of 23 Degrees 47 Minutes 04 Seconds, a radius of 250.00 feet, a chord bearing of North 24 Degrees 05 Minutes 01 Seconds East a distance of 103.04 feet, and an arc distance of 103.78 feet;

5)Thence North 35 Degrees 58 Minutes 33 Seconds East tangent with the last and following described curves a distance of 104.69 feet;

Thence northwesterly along the arc of a curve to the left having a central angle of 85 Degrees 28 Minutes 15 Seconds, a radius of 20.00 feet, a chord bearing North 06 Degrees 45 Minutes 34 Seconds West a distance of 27.14 feet, and an arc distance of 29.83 feet;

Thence North 49 Degrees 29 Minutes 41 Seconds West tangent with the last described curve a distance of 13.72 feet to the point of termination whence said south quarter corner of Section 21 bears South 18 Degrees 18 Minutes 59 Seconds East a distance of 435.21 feet.

Except any portion of the above description lying within Routt County Road 33.

B-7

Parcel C:

A permanent non-exclusive easement for the sole purpose of constructing, maintaining, using and removing an earthen slope upon the following described tract of land:  A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 24 Degrees 20 Minutes 44 Seconds West a distance of 407.41 feet to the point of beginning.

Thence North 34 Degrees 44 Minutes 31 Seconds East a distance of 35.43 feet;

Thence North 40 Degrees 30 Minutes 19 Seconds East a distance of 86.77 feet;

Thence South 10 Degrees 24 Minutes 31 Seconds East a distance of 27.74 feet;

Thence South 36 Degrees 01 Minutes 50 Seconds West a distance of 112.09 feet;

Thence North 58 Degrees 09 Minutes 06 Seconds West a distance of 201.87 feet;

Thence North 43 Degrees 09 Minutes 31 Seconds West a distance of 316.24 feet;

Thence North 03 Degrees 12 Minutes 11 Seconds West a distance of 34.72 feet;

Thence South 46 Degrees 59 Minutes 09 Seconds East a distance of 511.64 feet to the point of beginning.

Parcel D:

A permanent non-exclusive easement for the sole purpose of constructing, maintaining, using and removing an earthen slope upon the following described tract of land:  A parcel of land located in Section 21, Township 5 North, Range 86 West of the Sixth Principal Meridian, County of Routt, State of Colorado, more particularly described as follows:

Commencing at the south quarter corner of said Section 21 whence the southwest corner of said Section 21 bears North 88 Degrees 55 Minutes 33 Seconds West a distance of 2634.46 feet;

Thence North 27 Degrees 09 Minutes 49 Seconds West a distance of 973.53 feet to the point of beginning;

Thence North 34 Degrees 30 Minutes 17 Seconds East a distance of 172.47 feet;

Thence North 88 Degrees 25 Minutes 08 Seconds East a distance of 35.87 feet;

Thence South 43 Degrees 01 Minutes 12 Seconds West a distance of 195.75 feet to the point of beginning.

Parcel E: (TWENTYMILE 1)

A non-exclusive perpetual easement for the transmission, distribution of or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being 75.00 feet in width, being 25.00 feet northeasterly and 50.00 feet southwesterly of the following described centerline located in the southeast one-quarter of the southwest one-quarter and the southwest one-quarter of the southeast one-quarter of Section 17, Township 5 North, Range 86  West of the 6th Principal Meridian, County of Routt, State of Colorado and more particularly described as follows:

B-8

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4935.76 feet, thence South 57 Degrees 46 Minutes 40 Seconds East, a distance of 7,787.70 feet to the true point of beginning;

Thence South 47 degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of an easement described in Book 376 at Page 550 of the Routt County Clerk and Recorder’s Office a distance of 1955.11 feet to the point of termination, whence the said southeast corner of Section 13 bears North 86 Degrees 04 Minutes 50 Seconds West 8,038.84 feet.

Sidelines are shortened or lengthened to terminate at the north line of the said southeast one-quarter of the southwest one-quarter of Section 17 and the south line of the said southwest one-quarter of the southeast one-quarter of Section 17.

Parcel F: (TWENTYMILE 2A)

A non-exclusive perpetual easement for the transmission, distribution, or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the southwest one-quarter of the northwest one-quarter and the southwest one-quarter of Section 21, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,939.76 feet, thence South 53 Degrees 30 Minutes 32 Seconds East a distance of 12,864.88 feet to the true point of beginning;

Thence being 75.00 feet in width, 25.00 feet on the northeasterly side and 50.00 feet on the southwesterly side of the following described centerline:

South 47 Degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of an easement described in Book 373 at Page 554 of the Routt County Clerk and Recorder’s Office a distance of 2,721.52 feet;

Thence being variable width, 25.00 feet on the northeasterly side and 50.00 feet to 252.32 feet on the southwesterly side of the following described centerline:

South 47 Degrees 01 Minutes 22 Seconds East along said centerline 25.00 feet southwesterly of and parallel with the southwesterly side of the easements described in Book 373 at Page 554 and in Book 373 at Page 558 of the Routt County Clerk and Recorder’s Office a distance of 390.48 feet to the point of termination, whence the said southeast corner of Section 13 bears North 69 Degrees 01 Minutes 58 Seconds West, 13,515.83 feet.

B-9

Sidelines are shortened or lengthened to terminate at the West Line of said southwest one-quarter of the northwest one-quarter of Section 21 and at the northwesterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443, the Routt County Clerk and Recorder’s Office.

Parcel G: (TWENTYMILE 2B)

A non-exclusive perpetual easement for the transmission, distribution or both of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the south one-half and the northeast one-quarter of Section 21, and in the west one-half of the west one-half and the west one-half of the east one-half of the west one-half of Section 22, all in Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 64 Degrees 04 Minutes 54 Seconds West a distance of 20,965.20 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 32 Degrees 27 Minutes 46 Seconds East along said centerline a distance of 159.65 feet;

2)North 53 Degrees 04 Minutes 53 Seconds East along said centerline a distance of 6,118.26 feet to the point of termination, whence the said southeast corner of said Section 12 bears North 68 Degrees 54 Minutes 22 Seconds East 14,876.10 feet.

Sidelines are shortened or lengthened to terminate at the East Line of the said west one-half of the east one-half of the west one-half of Section 22 and at the northeasterly line of the easement which is recorded in Book 373 at Page 558 of the Routt County Clerk and Recorder’s Office.

PARCEL H: (TWENTYMILE 2C)

A non-exclusive perpetual easement for the transmission, distribution, or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations on, over, under and across a parcel of land located in the southeast one-quarter of the southwest one-quarter of Section 21, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at a point on the southeasterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443 of the Routt County Clerk and Recorder’s office from which the point of termination of the easement described in said TWENTYMILE 2A bears North 44 Degrees 24 Minutes 10 Seconds West 520.51 feet, and from

B-10

which the point of beginning of the easement described in said TWENTYMILE 2B bears North 09 Degrees 45 Minutes 38 Seconds West 746.97 feet;

Thence North 40 Degrees 30 Minutes 19 Seconds East a distance of 48.67 feet to the southwesterly line of the easement which is recorded in Book 373 at Page 558 of the Routt County Clerk and Recorder’s records;

Thence along the said southwesterly line of Book 373 at Page 558 South 47 Degrees 00 Minutes 25 Seconds East a distance of 224.76 feet;

Thence North 72 Degrees 00 Minutes 02 Seconds West a distance of 243.06 feet to the southeasterly line of Parcel A, Foidel Creek Switching Station Minor Subdivision Exemption Plat recorded at Reception No. 605443 of the Routt County Clerk and Recorder’s office;

Thence along the said southeasterly line of Lot 1, North 40 Degrees 30 Minutes 19 Seconds East a distance of 54.12 feet to the point of beginning.

PARCEL I: (TWENTYMILE 3)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline in the southeast one-quarter of the southwest one-quarter of Section 15, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet; Thence South 69 Degrees 12 Minutes 54 Seconds West a distance of 14,598.54 feet to the true point of beginning, thence;

1)North 53 Degrees 04 Minutes 53 Seconds East along said centerline a distance of 463.87 feet; thence

2)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 83.60 feet to the point of termination, whence the said southeast corner of said Section 12 bears North 69 Degrees 51 Minutes 07 Seconds East 14,074.55 feet.

Sidelines are shortened or lengthened to terminate at the East and South Lines of the said southeast one-quarter of the southwest one-quarter of Section15.

PARCEL J: (TWENTYMILE 4)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the northwest one-quarter of the southwest one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

B-11

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet;

Thence South 76 Degrees 04 Minutes 57 Seconds West, a distance of 10,862.88 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 50.05 feet to the point of termination, whence the said southeast corner of said Section 12 Bears North 76 Degrees 04 Minutes 57 Seconds East 10,817.92 feet.

Sidelines are shortened or lengthened to terminate at the North and West Lines of the said northwest one-quarter of the southwest one-quarter of Section 14.

PARCEL K: (TWENTYMILE 5)

A non-exclusive perpetual easement for the transmission, distribution or both, of electricity and for the transmission of communication signals directly associated with such electricity transmission and/or distribution or with Grantee’s internal operations, on, over, under and across a parcel of land being the following widths on each side of the following described centerline located in the south one-half and the south one-half of the northeast one-quarter of Section 1, in the southeast one-quarter of Section 11, in the west one-half of Section 12, in the northwest one-quarter of the northeast one-quarter of Section 14, all in Township 5 North, Range 86 West of the 6th Principal Meridian, Tract 47, Tract 50, Tract 51, Lot 10 and Lot 11, Section 6, Township 5 North, Range 85 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of said Section 12 bears North 00 Degrees 27 Minutes 10 Seconds East, 5,290.40 feet; thence South 87 Degrees 11 Minutes 50 Seconds West, a distance of 7,894.16 feet to the true point of beginning;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 3,487.16 feet;

Thence being 125.00 feet in width, 50.00 feet on the northwesterly side and 75.00 feet on the southeasterly side of the following described centerline:

1)North 50 Degrees 03 Minutes 30 Seconds East along said centerline a distance of 25.00 feet;

2)North 03 Degrees 31 Minutes 03 Seconds East along said centerline a distance of 25.00 feet;

Thence being 100.00 feet in width, 50.00 feet on the northwesterly side and 50.00 feet on the southeasterly side of the following described centerline:

B-12

1)North 03 Degrees 31 Minutes 03 Seconds East along said centerline a distance of 4,321.20 feet;

Thence being 85.00 feet in width, 25.00 feet on the northwesterly side and 60.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 425 at Page 25 and in Book 425 at Page 20 of the Routt County Clerk and Recorder’s office, a distance of 5,705.00 feet;

Thence being 25.00 feet in width, 25.00 feet on the northwesterly side and100.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 425 at Page 20 and in Book 399 at Page 332 of the Routt County Clerk and Recorder’s Office, a distance of 2,145.00 feet;

Thence being 85.00 feet in width, 25.00 feet on the northwesterly side and 60.00 feet on the southeasterly side of the following described centerline:

1)North 71 Degrees 45 Minutes 16 Seconds East along a line parallel with and 25.00 feet southeasterly of the southeasterly line of the easement described in Deed recorded in Book 399 at Page 332 of the Routt County Clerk and Recorder’s office, a distance of 1,599.80 feet to the point of termination, whence the said southeast corner of said Section 12 bears South 23 Degrees 50 Minutes 11 Seconds West 10,020.18 feet.

Sidelines are shortened or lengthened to terminate at angle points and at the West Line of said northwest one-quarter of the northeast one-quarter of said Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian and the East Line of Original Government Lot 2 per U.S. Original General Land Office Plat signed February 24,1882.

PARCEL L: (TWENTYMILE S14A)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the southwest one-quarter of the northeast one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 69 Degrees 58 Minutes 55 Seconds West, a distance of 7,032.27 feet to the true point of beginning;

Thence along the said centerline South 73 Degrees 18 Minutes 39 Seconds West, 68.29 feet;

Thence continuing along the said centerline South 62 Degrees 05 Minutes 24 Seconds West, 51.61 feet;

B-13

Thence continuing along the said centerline South 57 Degrees 06 Minutes 33 Seconds West, 50.79 feet;

Thence continuing along the said centerline South 52 Degrees 25 Minutes 26 Seconds West, 45.79 feet;

Thence continuing along the said centerline South 51 Degrees 00 Minutes 51 Seconds West 64.61 feet; from which the northeast corner of said Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, bears North 41 Degrees 19 Minutes 01 Seconds East 10,434.99 feet.

PARCEL M: (TWENTYMILE S14B)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the southwest one-quarter of Section 14, Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the southeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian bears North 00 Degrees 27 Minutes 10 Seconds East 5,290.40 feet, thence South 71 Degrees 58 Minutes 46 Seconds West a distance of 8,330.88 feet to the true point of beginning;

Thence along the said centerline North 74 Degrees 55 Minutes 31 Seconds West, 75.15 feet; from which the northeast corner of Section 12, Township 5 North, Range 86 West of the 6th Principal Meridian, bears North 45 Degrees 40 Minutes 50 Seconds East 11,232.83 feet.

PARCEL N: (TWENTYMILE S6)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in Tract 47, Lot 11, of Section 6, Township 5 North, Range 85 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Beginning at a point on the West Line of Government Lot 1 (AKA West Line of the northeast one-quarter of the northeast one-quarter of said Section 6), from which a G.L.O. brass cap angle point number 5 of said Tract 47 bears South 01 Degrees 37 Minutes 25 Seconds East 11.32 feet, thence along the said centerline South 86 Degrees 12 Minutes 18 Seconds West, 19.27 feet to Point C;

Thence continuing along the said centerline South 76 Degrees 42 Minutes 48 Seconds West, 57.93 feet;

Thence continuing along the said centerline North 80 Degrees 54 Minutes 53 Seconds West, 99.11 feet;

Thence continuing along the said centerline North 73 Degrees 40 Minutes 47 Seconds West, 87.56 feet;

Thence continuing along the said centerline North 58 Degrees 10 Minutes 12 Seconds West, 82.12 feet;

B-14

Thence continuing along the said centerline North 27 Degrees 48 Minutes 31 Seconds West, 43.40 feet to the termination of this part of the access road from which the said angle point number 5 of Tract 47 bears South 71 Degrees 07 Minutes 44 Seconds East 366.93 feet

Together with:

Beginning at said Point C, thence continuing along the said centerline North 03 Degrees 57 Minutes 55 Seconds East, 35.55 feet;

Thence continuing along the said centerline North 03 Degrees 03 Minutes 27 Seconds East, 76.62 feet;

Thence continuing along the said centerline North 01 Degrees 10 Minutes 41 Seconds East, 97.83 feet;

Thence continuing along the said centerline North 01 Degrees 44 Minutes 08 Seconds East, 96.08 feet;

Thence continuing along the said centerline North 43 Degrees 40 Minutes 09 Seconds West, 113.37 feet;

Thence continuing along the said centerline North 35 Degrees 55 Minutes 16 Seconds West, 106.91 feet;

Thence continuing along the said centerline North 49 Degrees 11 Minutes 49 Seconds West, 47.49 feet;

Thence continuing along the said centerline South 78 Degrees 45 Minutes 25 Seconds West, 123.78 feet;

Thence continuing along the said centerline South 89 Degrees 38 Minutes 41 Seconds West, 122.93 feet;

Thence continuing along the said centerline South 66 Degrees 24 Minutes 56 Seconds West, 79.48 feet;

Thence continuing along the said centerline South 45 Degrees 15 Minutes 10 Seconds West, 98.34 feet;

Thence continuing along the said centerline South 66 Degrees 08 Minutes 03 Seconds West, 106.37 feet;

Thence continuing along the said centerline South 74 Degrees 38 Minutes 33 Seconds West, 117.06 feet;

Thence continuing along the said centerline South 67 Degrees 37 Minutes 34 Seconds West, 114.49 feet;

Thence continuing along the said centerline South 36 Degrees 43 Minutes 37 Seconds West, 65.45 feet;

Thence continuing along the said centerline South 27 Degrees 13 Minutes 23 Seconds West, 87.85 feet;

Thence continuing along the said centerline South 69 Degrees 13 Minutes 33 Seconds West, 130.69 feet;

Thence continuing along the said centerline South 67 Degrees 19 Minutes 23 Seconds West, 106.30 feet;

Thence continuing along the said centerline South 77 Degrees 11 Minutes 14 Seconds West, 94.62 feet;

Thence continuing along the said centerline South 72 Degrees 10 Minutes 16 Seconds West, 87.98 feet;

B-15

Thence continuing along the said centerline South 35 Degrees 05 Minutes 43 Seconds West, 105.21 feet;

Thence continuing along the said centerline South 54 Degrees 16 Minutes 00 Seconds West, 101.03 feet;

Thence continuing along the said centerline South 44 Degrees 49 Minutes 53 Seconds West, 88.76 feet to the termination of this part of the access road from which the said angle point number 5 of Tract 47 bears North 82 Degrees 39 Minutes 44 Seconds East, 1,581.08 feet

PARCEL O: (TWENTYMILE PORTAL)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in Section 21 and in the northwest one-quarter of Section 28, all of Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,935.76 feet, thence South 49 Degrees 11 Minutes 23 Seconds East a distance of 16,826.32 feet to the true point of beginning;

Thence along the said centerline North 43 Degrees 19 Minutes 22 Seconds West, 103.67 feet;

Thence continuing along the said centerline North 37 Degrees 33 Minutes 27 Seconds West, 34.02 feet;

Thence continuing along the said centerline North 06 Degrees 38 Minutes 27 Seconds West, 70.98 feet;

Thence continuing along the said centerline North 11 Degrees 13 Minutes 38 Seconds East, 183.89 feet;

Thence continuing along the said centerline North 15 Degrees 18 Minutes 35 Seconds East, 70.87 feet;

Thence continuing along the said centerline North 28 Degrees 18 Minutes 38 Seconds East, 82.79 feet;

Thence continuing along the said centerline North 36 Degrees 36 Minutes 34 Seconds East, 256.74 feet;

Thence continuing along the said centerline North 40 Degrees 19 Minutes 07 Seconds East, 184.38 feet;

Thence continuing along the said centerline North 42 Degrees 35 Minutes 46 Seconds East, 716.87 feet;

Thence continuing along the said centerline North 40 Degrees 52 Minutes 42 Seconds East, 129.67 feet;

Thence continuing along the said centerline North 30 Degrees 21 Minutes 41 Seconds East, 119.20 feet;

Thence continuing along the said centerline North 00 Degrees 33 Minutes 39 Seconds East, 81.20 feet;

Thence continuing along the said centerline North 32 Degrees 02 Minutes 15 Seconds West, 90.59 feet;

B-16

Thence continuing along the said centerline North 50 Degrees 06 Minutes 31 Seconds West, 129.78 feet;

Thence continuing along the said centerline North 44 Degrees 36 Minutes 14 Seconds West, 94.54 feet;

Thence continuing along the said centerline North 20 Degrees 38 Minutes 57 Seconds West, 116.35 feet;

Thence continuing along the said centerline North 08 Degrees 07 Minutes 19 Seconds West, 286.25 feet;

Thence continuing along the said centerline North 00 Degrees 29 Minutes 16 Seconds West, 88.95 feet;

Thence continuing along the said centerline North 38 Degrees 11 Minutes 58 Seconds East, 74.35 feet;

Thence continuing along the said centerline North 65 Degrees 38 Minutes 00 Seconds East, 215.11 feet;

Thence continuing along the said centerline North 66 Degrees 28 Minutes 28 Seconds East, 97.47 feet; thence continuing along the said centerline North 52 Degrees 11 Minutes 57 Seconds East, 113.48 feet;

Thence continuing along the said centerline North 21 Degrees 07 Minutes 41 Seconds East, 116.83 feet;

Thence continuing along the said centerline North 09 Degrees 29 Minutes 56 Seconds West, 116.64 feet;

Thence continuing along the said centerline North 26 Degrees 07 Minutes 25 Seconds West, 68.77 feet;

Thence continuing along the said centerline North 48 Degrees 21 Minutes 24 Seconds West, 65.53 feet;

Thence continuing along the said centerline North 52 Degrees 16 Minutes 38 Seconds West, 115.26 feet;

Thence continuing along the said centerline North 47 Degrees 02 Minutes 15 Seconds West, 208.28 feet;

Thence continuing along the said centerline North 41 Degrees 41 Minutes 50 Seconds West, 100.94 feet;

Thence continuing along the said centerline North 34 Degrees 35 Minutes 19 Seconds West, 81.52 feet;

Thence continuing along the said centerline North 24 Degrees 43 Minutes 53 Seconds West, 53.80 feet;

Thence continuing along the said centerline North 00 Degrees 51 Minutes 39 Seconds West, 53.54 feet;

Thence continuing along the said centerline North 24 Degrees 59 Minutes 52 Seconds East, 47.55 feet;

Thence continuing along the said centerline North 35 Degrees 42 Minutes 32 Seconds East, 101.98 feet;

Thence continuing along the said centerline North 10 Degrees 58 Minutes 40 Seconds East, 79.66 feet;

Thence continuing along the said centerline North 41 Degrees 23 Minutes 11 Seconds West, 58.12 feet;

B-17

Thence continuing along the said centerline North 66 Degrees 08 Minutes 29 Seconds West, 119.28 feet;

Thence continuing along the said centerline North 64 Degrees 41 Minutes 10 Seconds West, 67.37 feet;

Thence continuing along the said centerline North 55 Degrees 32 Minutes 00 Seconds West, 89.62 feet;

Thence continuing along the said centerline North 58 Degrees 34 Minutes 20 Seconds West, 83.43 feet;

Thence continuing along the said centerline North 76 Degrees 55 Minutes 21 Seconds West, 94.35 feet;

Thence continuing along the said centerline North 89 Degrees 59 Minutes 29 Seconds West, 113.09 feet;

Thence continuing along the said centerline South 77 Degrees 19 Minutes 04 Seconds West, 107.77 feet;

Thence continuing along the said centerline South 72 Degrees 04 Minutes 15 Seconds West, 205.85 feet;

Thence continuing along the said centerline South 68 Degrees 29 Minutes 28 Seconds West, 207.27 feet;

Thence continuing along the said centerline South 61 Degrees 47 Minutes 09 Seconds West, 156.18 feet;

Thence continuing along the said centerline South 56 Degrees 32 Minutes 32 Seconds West, 184.18 feet;

Thence continuing along the said centerline South 54 Degrees 51 Minutes 04 Seconds West, 177.53 feet;

Thence continuing along the said centerline South 66 Degrees 09 Minutes 51 Seconds West, 26.10 feet;

Thence continuing along the said centerline North 82 Degrees 28 Minutes 14 Seconds West, 52.82 feet;

Thence continuing along the said centerline North 66 Degrees 42 Minutes 45 Seconds West, 183.63 feet;

Thence continuing along the said centerline North 67 Degrees 22 Minutes 54 Seconds West, 213.12 feet;

Thence continuing along the said centerline North 64 Degrees 47 Minutes 27 Seconds West, 90.05 feet;

Thence continuing along the said centerline North 47 Degrees 36 Minutes 41 Seconds West, 71.42 feet;

Thence continuing along the said centerline North 08 Degrees 26 Minutes 15 Seconds West, 94.84 feet;

Thence continuing along the said centerline North 28 Degrees 13 Minutes 04 Seconds East, 128.81 feet;

Thence continuing along the said centerline North 15 Degrees 44 Minutes 19 Seconds East, 69.22 feet;

Thence continuing along the said centerline North 32 Degrees 42 Minutes 05 Seconds West, 62.32 feet;

Thence continuing along the said centerline North 61 Degrees 35 Minutes 44 Seconds West, 210.32 feet;

B-18

Thence continuing along the said centerline North 62 Degrees 59 Minutes 24 Seconds West, 217.27 feet;

Thence continuing along the said centerline North 63 Degrees 38 Minutes 21 Seconds West, 62.28 feet;

Thence continuing along the said centerline North 58 Degrees 32 Minutes 26 Seconds West, 97.17 feet;

Thence continuing along the said centerline North 45 Degrees 13 Minutes 34 Seconds West, 90.95 feet;

Thence continuing along the said centerline North 38 Degrees 44 Minutes 13 Seconds West, 238.73 feet;

Thence continuing along the said centerline North 36 Degrees 54 Minutes 44 Seconds West, 201.79 feet;

Thence continuing along the said centerline North 33 Degrees 47 Minutes 01 Seconds West, 143.00 feet;

Thence continuing along the said centerline North 20 Degrees 24 Minutes 41 Seconds West, 136.44 feet;

Thence continuing along the said centerline North 03 Degrees 47 Minutes 45 Seconds West, 89.72 feet;

Thence continuing along the said centerline North 01 Degrees 30 Minutes 02 Seconds East, 126.05 feet;

Thence continuing along the said centerline North 88 Degrees 23 Minutes 10 Seconds West, 27.55 feet, from which the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears North 84 Degrees 48 Minutes 02 Seconds West 10,417.49 feet.

PARCEL P: (TWENTYMILE NORTH PORTAL)

A 20 foot wide access easement (10 feet on each side of the following described centerline) located in the northwest one-quarter of the northwest one-quarter of Section 21, the southwest one-quarter of the southwest one-quarter of Section 16, and the south one-half of the southeast one-quarter and the southeast one-quarter of the southwest one-quarter of Section 17, all in Township 5 North, Range 86 West of the 6th Principal Meridian, County of Routt, State of Colorado, and more particularly described as follows:

Commencing at the northwest corner of Section 18, Township 5 North, Range 86 West of the 6th Principal Meridian, whence the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 00 Degrees 00 Minutes 57 Seconds West 4,935.76 feet, thence South 60 Degrees 30 Minutes 58 Seconds East a distance of 11,948.15 feet to the true point of beginning;

Thence along the said centerline North 01 Degrees 30 Minutes 02 Seconds East, 122.14 feet;

Thence continuing along the said centerline North 01 Degrees 31 Minutes 39 Seconds East, 197.47 feet;

Thence continuing along the said centerline North 01 Degrees 47 Minutes 45 Seconds East, 166.05 feet;

Thence continuing along the said centerline North 02 Degrees 07 Minutes 48 Seconds West, 156.45 feet;

B-19

Thence continuing along the said centerline North 12 Degrees 35 Minutes 32 Seconds West, 99.80 feet;

Thence continuing along the said centerline North 22 Degrees 29 Minutes 51 Seconds West, 152.87 feet;

Thence continuing along the said centerline North 30 Degrees 25 Minutes 00 Seconds West, 121.08 feet;

Thence continuing along the said centerline North 44 Degrees 23 Minutes 44 Seconds West 156.62 feet;

Thence continuing along the said centerline North 55 Degrees 09 Minutes 18 Seconds West, 138.61 feet;

Thence continuing along the said centerline North 70 Degrees 16 Minutes 29 Seconds West, 77.96 feet;

Thence continuing along the said centerline North 80 Degrees 06 Minute 01 Seconds West, 131.43 feet;

Thence continuing along the said centerline North 79 Degrees 24 Minutes 51 Seconds West, 358.26 feet;

Thence continuing along the said centerline North 81 Degrees 05 Minutes 11 Seconds West, 184.65 feet;

Thence continuing along the said centerline South 63 Degrees 53 Minutes 45 Seconds West, 22.83 feet;

Thence continuing along the said centerline South 59 Degrees 46 Minutes 30 Seconds West, 96.95 feet;

Thence continuing along the said centerline South 46 Degrees 16 Minutes 59 Seconds West, 126.33 feet;

Thence continuing along the said centerline South 50 Degrees 14 Minutes 50 Seconds West, 33.33 feet;

Thence continuing along the said centerline North 59 Degrees 08 Minute 19 Seconds West, 31.60 feet;

Thence continuing along the said centerline North 29 Degrees 07 Minutes 26 Seconds West, 126.76 feet

Thence continuing along the said centerline North 30 Degrees 20 Minutes 00 Seconds West, 117.53 feet;

Thence continuing along the said centerline North 29 Degrees 21 Minutes 32 Seconds West, 198.57 feet;

Thence continuing along the said centerline North 30 Degrees 05 Minutes 49 Seconds West, 124.26 feet;

Thence continuing along the said centerline North 38 Degrees 44 Minute 09 Seconds West, 23.38 feet;

Thence continuing along the said centerline North 54 Degrees 59 Minutes 48 Seconds West, 24.21 feet;

Thence continuing along the said centerline North 88 Degrees 04 Minutes 08 Seconds West, 164.71 feet;

Thence continuing along the said centerline South 89 Degrees 47 Minutes 11 Seconds West, 155.85 feet;

Thence continuing along the said centerline South 89 Degrees 29 Minutes 28 Seconds West, 285.54 feet;

B-20

Thence continuing along the said centerline South 89 Degrees 36 Minutes 01 Seconds West, 228.57 feet;

Thence continuing along the said centerline South 89 Degrees 46 Minutes 37 Seconds West, 241.88 feet;

Thence continuing along the said centerline North 89 Degrees 58 Minutes 33 Seconds West, 154.45 feet;

Thence continuing along the said centerline South 89 Degrees 24 Minutes 14 Seconds West, 138.11 feet;

Thence continuing along the said centerline South 89 Degrees 22 Minutes 03 Seconds West, 97.29 feet;

Thence continuing along the said centerline South 83 Degrees 06 Minutes 07 Seconds West, 50.83 feet;

Thence continuing along the said centerline South 66 Degrees 40 Minutes 42 Seconds West, 73.32 feet;

Thence continuing along the said centerline South 63 Degrees 06 Minutes 59 Seconds West, 98.66 feet;

Thence continuing along the said centerline South 42 Degrees 59 Minutes 35 Seconds West, 115.78 feet to the northeasterly line of an easement which is recorded in Book 373 at Page 550 of the Routt County Clerk and Recorder’s office, from which the southeast corner of Section 13, Township 5 North, Range 87 West of the 6th Principal Meridian bears South 85 Degrees 15 Minutes 01 Seconds West 7,017.25 feet.

Basis of bearings for Parcels E through P – Bearings are grid bearings, Colorado Coordinate System, NAD 83(1992), North Zone and are based upon the direction from NGS stainless steel rod “JONES” located at the Bob Adams Field Airport to USC&GS bench mark “F-28” located approximately 0.75 miles west of Milner as being South 74 Degrees 52 Minutes 45 Seconds West, said legal descriptions being prepared by James B. Ackerman, R.L.S. 16394.

Part Seventh – Electric Transmission and Distribution Lines

Arapahoe County

Daniels Park – Ft. Lupton Line /The Southlands Tract

A parcel of land in the Southeast one-quarter of Section 19, Township 5 South, Range 65 West of the Sixth Principal Meridian, City of Aurora, County of Arapahoe, State of Colorado, described as follows:

Commencing at the East quarter corner of said Section 19 and considering the North Line of said Southeast one-quarter of Section 19 to bear South 89 Degrees 21 Minutes 35 Seconds West with all bearings herein relative thereto; thence South 89 Degrees 21 Minutes 35 Seconds West along said North Line, a distance of 1,235.85 feet to the point of beginning, also being a point on the South Line of a Public Service Company parcel recorded in Book 1236 at page 393 of the Arapahoe County records; thence South 00 Degrees 43 Minutes 48 Seconds East, a distance of

B-21

587.35 feet; thence South 32 Degrees 24 Minutes 37 Seconds West, a distance of 1,441.22 feet to a point on the northerly line of the proposed Smoky Hill Road Right-of-Way; thence North 58 Degrees 37 Minutes 52 Seconds West along said northerly line a distance of 411.11 feet; thence North 60 Degrees 26 Minutes 06 Seconds East, a distance of 121.40 feet; thence North 32 Degrees 24 Minutes 37 Seconds East, a distance of 991.31 feet to a point of curvature; thence along the arc of a 823.00 foot radius curve to the left through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 476.03 feet and having a chord which bears North 15 Degrees 50 Minutes 24 Seconds East, a distance of 469.42 feet; thence North 00 Degrees 43 Minutes 48 Seconds West, a distance of 237.69 feet to a point on the South Line of said Public Service Company parcel and said North Line of the Southeast one-quarter of Section 19; thence North 89 Degrees 21 Minutes 35 Seconds East along said North and South Lines, a distance of 125.00 feet; thence South 00 Degrees 43 Minutes 48 Seconds East, a distance of 237.50 feet to a point of curvature; thence along the arc of a 948.00 foot radius curve to the right through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 548.33 feet and having a chord which bears South 15 Degrees 50 Minutes 24 Seconds West, a distance of 540.72 feet; thence South 32 Degrees 24 Minutes 37 Seconds West, a distance of 1,057.37 feet; thence North 69 Degrees 48 Minutes 30 Seconds East, a distance of 171.24 feet; thence North 32 Degrees 24 Minutes 37 Seconds East, a distance of 921.33 feet to a point of curvature; thence along the arc of a 1,052.00 foot radius curve to the left through a central angle of 33 Degrees 08 Minutes 25 Seconds, a distance of 608.48 feet and having a chord which bears North 15 Degrees 50 Minutes 24 Seconds East, a distance of 600.04 feet; thence North 00 Degrees 43 Minutes 48 Seconds West, a distance of 237.33 feet to a point on the South Line of said Public Service Company parcel and said North Line of the Southeast one-quarter of Section 19; thence North 89 Degrees 21 Minutes 35 Seconds East along said North and South Lines, a distance of 125.00 feet to the point of beginning.

Containing 503,002 square feet or 11.5473 acres, more or less.

B-22