Exhibit 4(b)(3)
FORM OF SUPPLEMENTAL
INDENTURE
(Senior Debt Securities)
PUBLIC SERVICE COMPANY
OF COLORADO
TO
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
SUPPLEMENTAL
INDENTURE
Dated as of
,
20
Supplementing the Indenture
dated as of July 1, 1999
Establishing the Securities of
Series
designated %
Senior Notes
due 20
THIS SUPPLEMENTAL
INDENTURE, dated as
of ,
20 , is between PUBLIC SERVICE COMPANY OF
COLORADO, a Colorado corporation (hereinafter called the
“Issuer” or the “Company”), having its
principal office at 1225 17th Street, Denver, Colorado 80202, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
(hereinafter called the “Trustee”), having its
principal corporate trust office at 700 South Flower Street,
Suite 500, Los Angeles, California 90017.
Recitals of the Issuer
The Issuer has heretofore executed
and delivered an Indenture, dated as of July 1, 1999 (the
“Original Indenture”, the Original Indenture,
previously supplemented and as further supplemented by this
supplemental indenture being hereinafter referred to as the
“Indenture”), relating to the issuance at any time or
from time to time of its Securities on terms to be specified at the
time of issuance. Terms used and not otherwise defined herein shall
(unless the context otherwise clearly requires) have the respective
meanings given to them in the Original Indenture.
The Original Indenture provides in
Article Three thereof that, prior to the issuance of
Securities of any series, the form of such Securities and the terms
applicable to such series shall be established in, or pursuant to,
the authority granted in a resolution of the Board of Directors or
established in one or more indentures supplemental
thereto.
The Issuer desires by this
supplemental indenture, among other things, to establish the form
of the Securities of a series, to be
titled %
Series Senior Notes
due 20 of
the Issuer, and to establish the terms applicable to such series,
pursuant to Sections 201, 301 and 901 of the Original
Indenture. The Issuer has duly authorized the execution and
delivery of this supplemental indenture.
Article Nine of the Original
Indenture provides that the Issuer, when authorized by a resolution
of its Board of Directors, and the Trustee may from time to time
and at any time amend the Indenture without the consent of
Securityholders for certain purposes enumerated in Section 901
thereof, including the purposes set forth in subsection (7) of
said Section 901.
The execution and delivery of this
supplemental indenture by the parties hereto are in all respects
authorized by the provisions of the Indenture.
All things necessary have been done
to make this supplemental indenture a valid agreement of the
Issuer, in accordance with its terms.
NOW, THEREFORE,
THIS SUPPLEMENTAL
INDENTURE WITNESSETH:
For and in consideration of the
premises, it is mutually covenanted and agreed, as
follows:
ARTICLE I
Establishment
of %
Series Senior Notes
due 20
Section 1.01.
The title of the series of the
Securities established by this supplemental indenture shall
be %
Series Senior
Notes
due 20
of the Issuer (hereinafter called the
“Series Notes”).
Section 1.02.
The
Series Notes
shall be limited to
$ in
aggregate principal amount except as provided for in
Section 1.19 of this Supplemental Indenture.
Section 1.03.
The
Series Notes may be
issued in whole or in part as one or more Global Securities and The
Depository Trust Company, or a nominee thereof, shall be the
Depository for such Global Security or Global Securities. The
Depository for such Global Security or Global Securities
representing
Series Notes
may surrender one or more Global Securities representing
Series Notes in exchange
in whole or in part for individual
Series Notes
on such terms as are acceptable to the Issuer and such Depository
and otherwise subject to the terms of the Indenture.
Section 1.04.
The principal of the
Series Notes
shall be payable
on ,
20 .
Section 1.05.
The
Series Notes shall
bear interest at the rate
of % per annum and
shall accrue
from ,
20 . The Interest Payment Dates shall
be and in
each year,
commencing ,
20 . The Regular Record Dates in
respect of such Interest Payment Dates shall
be and in
each year, respectively.
Section 1.06.
The Corporate Trust Office of The
Bank of New York Mellon Trust Company, N.A. shall be the place at
which the principal of the
Series Notes
shall be payable. Any interest thereon shall be paid as
specified in Section 307 of the Original Indenture.
Section 1.07.
[Interest Payment Deferral
Provisions, if any.]
Section 1.08.
[Optional Redemption Provisions, if
any.]
Section 1.09.
[Mandatory Redemption Provisions, if
any.]
Section 1.10.
The
Series Notes shall be
issued in denominations of
$ and
multiples of
$ in
excess thereof.
Section 1.11.
[Original Issue Discount Provisions,
if any.]
Section 1.12.
[Additional Defaults, if
any.]
Section 1.13.
Sections 1301 and 1302 of the
Indenture shall be applicable to the
Series Notes.
Section 1.14.
[Currency, if other than U.S.
Dollars.]
Section 1.15.
[Additional Covenants, if
any.]
Section 1.16.
The Issuer hereby appoints, or
confirms the appointment of, The Bank of New York Mellon Trust
Company, N.A. as the initial Trustee, Securities Registrar and
Paying Agent, subject to the provisions of the Indenture with
respect to resignation, removal and succession, and subject,
further, to the right of the Issuer to appoint additional agents
(including Paying Agents).
Section 1.17.
[Exceptions to Business Day
Definition, if any.]
Section 1.18.
[Any Additional Terms.]
Section 1.19.
The
Series Notes
may be reopened and additional Securities of
Series Notes
may be issued in excess of the amount initially authenticated and
delivered, provided that such additional Securities of
Series Notes will
contain the same terms (including the stated maturity and interest
rate) as the other
Series Notes.
Any such additional Securities of
Series Notes,
together with the other
Series Notes,
shall constitute a single series for purposes of the
Indenture.
Section 1.20.
The
Series Notes
shall be substantially in the form set forth in Exhibit A
hereto, and shall have such further terms as are reflected in such
form, subject to changes in the form thereof made by the Issuer and
acceptable to the Trustee.
ARTICLE II
Miscellaneous
Section 2.01.
The recitals contained herein shall
be taken as the statements of the Issuer, and the Trustee assumes
no responsibility for the correctness of the same. The Trustee
makes no representation as to the
3
validity of this supplemental indenture. The
Indenture, as supplemented by this supplemental indenture, is in
all respects hereby adopted, ratified and confirmed.
Section 2.02.
This supplemental indenture may be
executed in any number of counterparts, and on separate
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
Section 2.03.
If any provision of this
supplemental indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, through operation of Section 318(c), such
imposed duties shall control.
Section 2.04.
The Article headings herein are
for convenience only and shall not affect the interpretation
hereof.
4
IN WITNESS WHEREOF, the parties
hereto have caused this Second Supplemental Indenture to be duly
executed as of
the day
of ,
20 .
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PUBLIC SERVICE COMPANY OF COLORADO
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON TRUST
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COMPANY, N.A.
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By:
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Authorized Signatory
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5
EXHIBIT A
Form of %
Series Senior
Note
due 20
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGI
