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EXHIBIT 4.99
SUPPLEMENTAL INDENTURE
(DATED AS OF SEPTEMBER 15, 2003)
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PUBLIC SERVICE COMPANY OF COLORADO
TO
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
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CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
COLLATERAL SERIES L
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(SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS
AMENDED)
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SUPPLEMENTAL INDENTURE, dated as of September 15, 2003,
between PUBLIC SERVICE COMPANY OF COLORADO,
a corporation organized and existing
under the laws of the State of Colorado
(the "Company"), party of the first
part, and U.S. BANK TRUST NATIONAL
ASSOCIATION (FORMERLY FIRST TRUST OF NEW
YORK, NATIONAL ASSOCIATION), a national
banking association, as successor
trustee (the "Trustee") to Morgan Guaranty
Trust Company of New York (formerly
Guaranty Trust Company of New York), party
of the second part.
WHEREAS, the Company heretofore executed and delivered to the
Trustee its Indenture, dated as of December
1, 1939 (the "Principal Indenture"),
to secure its First Mortgage Bonds from
time to time issued thereunder; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee the Supplemental Indentures
referred to in Schedule A hereto for
certain purposes, including the creation of
series of bonds, the subjection to
the lien of the Principal Indenture of
property acquired after the execution and
delivery thereof, the amendment of certain
provisions of the Principal Indenture
and the appointment of the successor
Trustee; and
WHEREAS, the Principal Indenture as supplemented and amended
by all Supplemental Indentures heretofore
executed by the Company and the
Trustee is hereinafter referred to as the
"Indenture", and, unless the context
requires otherwise, references herein to
Articles and Sections of the Indenture
shall be to Articles and Sections of the
Principal Indenture as so amended; and
WHEREAS, the Company proposes to create a new series of First
Mortgage Bonds to be designated as First
Mortgage Bonds, Collateral Series L
(the "Collateral Series L Bonds"), to be
issued and delivered to the trustee
under the 1993 Mortgage (as hereinafter
defined) as the basis for the
authentication and delivery under the 1993
Mortgage of a series of securities,
all as hereinafter provided, and to vary in
certain respects the covenants and
provisions contained in Article V of the
Indenture, to the extent that such
covenants and provisions apply to the
Collateral Series L Bonds; and
WHEREAS, the Company, pursuant to the provisions of the
Indenture, has, by appropriate corporate
action, duly resolved and determined to
execute this Supplemental Indenture for the
purpose of providing for the
creation of the Collateral Series L Bonds
and of specifying the form, provisions
and particulars thereof, as in the
Indenture provided or permitted and of giving
to the Collateral Series L Bonds the
protection and security of the Indenture;
and
WHEREAS, the Company represents that all acts and proceedings
required by law and by the charter and
by-laws of the Company, including all
action requisite on the part of its
shareholders, directors and officers,
necessary to make the Collateral Series L
Bonds, when executed by the Company,
authenticated and delivered by the Trustee
and duly issued, the valid, binding
and legal obligations of the Company, and
to constitute the Principal Indenture
and all indentures supplemental thereto,
including this Supplemental Indenture,
valid, binding and legal instruments for
the security of the bonds of all
series, including the Collateral Series L
Bonds, in accordance with the terms of
such bonds and such instruments, have been
done, performed and fulfilled, and
the execution and delivery hereof have been
in all respects duly authorized;
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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That Public Service Company of Colorado, the Company named in
the Indenture, in consideration of the
premises and of One Dollar to it duly
paid by the Trustee at or before the
ensealing and delivery of these presents,
the receipt whereof is hereby acknowledged,
and in pursuance of the direction
and authority of the Board of Directors of
the Company given at a meeting
thereof duly called and held, and in order
to create the Collateral Series L
Bonds and to specify the form, terms and
provisions thereof, and to secure the
payment of the principal of and premium, if
any, and interest, if any, on all
bonds from time to time outstanding under
the Indenture, including the
Collateral Series L Bonds, according to the
terms of said bonds, and to secure
the performance and observance of all of
the covenants and conditions contained
in the Indenture, has executed and
delivered this Supplemental Indenture and has
granted, bargained, sold, warranted,
aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged,
set over and confirmed unto U.S. Bank
Trust National Association, as Trustee, and
its successor or successors in the
trust and its and their assigns
forever;
TO HAVE AND TO HOLD all and singular the properties, rights,
privileges and franchises described in the
Principal Indenture and in the
several Supplemental Indentures hereinabove
referred to and owned by the Company
on the date of the execution and delivery
hereof (other than property of a
character expressly excepted from the lien
of the Indenture as therein set
forth) unto the Trustee and its successor
or successors and assigns forever;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the
Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in
the Indenture, for the equal and
proportionate benefit and security of all
present and future holders of the bonds and
coupons issued and to be issued
under the Indenture, including the
Collateral Series L Bonds, without
preference, priority or distinction as to
lien (except as any sinking,
amortization, improvement or other fund
established in accordance with the
provisions of the Indenture or any
indenture supplemental thereto may afford
additional security for the bonds of any
particular series) of any of said bonds
over any others thereof by reason of
series, priority in the time of the issue
or negotiation thereof, or otherwise
howsoever, except as provided in Section 2
of Article IV of the Indenture.
ARTICLE ONE
CREATION AND DESCRIPTION OF THE COLLATERAL SERIES L BONDS
SECTION 1. A new series of bonds to be issued under and
secured by the Indenture is hereby created,
the bonds of such new series to be
designated First Mortgage Bonds, Collateral
Series L. The Collateral Series L
Bonds shall be limited to an aggregate
principal amount of Two Hundred Fifty
Million dollars ($250,000,000) (less the
aggregate principal amount of First
Mortgage Bonds, Collateral Series K which
remains outstanding), excluding any
Collateral Series L Bonds which may be
authenticated and exchanged for or in
lieu of or in substitution for or on
transfer of other Collateral Series L Bonds
pursuant to any provisions of the
Indenture. The Collateral Series L Bonds shall
mature on March 1, 2013. The Collateral
Series L Bonds shall not bear interest.
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The principal of each Collateral Series L Bond shall be
payable, upon presentation thereof, at the
office or agency of the Company in
the city in which the principal corporate
trust office of the 1993 Mortgage
Trustee (as hereinafter defined) is
located, in any coin or currency of the
United States of America which at the time
of payment shall be legal tender for
the payment of public and private
debts.
The Collateral Series L Bonds shall be issued and delivered by
the Company to U.S. Bank Trust National
Association, as successor trustee under
the Indenture, dated as of October 1, 1993,
as supplemented (the "1993
Mortgage"), of the Company to such
successor trustee (the "1993 Mortgage
Trustee"), as the basis for the
authentication and delivery under the 1993
Mortgage of a series of securities. As
provided in the 1993 Mortgage, the
Collateral Series L Bonds will be
registered in the name of the 1993 Mortgage
Trustee or its nominee and will be owned
and held by the 1993 Mortgage Trustee,
subject to the provisions of the 1993
Mortgage, for the benefit of the holders
of all securities from time to time
outstanding under the 1993 Mortgage, and the
Company shall have no interest therein.
Any payment by the Company under the 1993 Mortgage of the
principal of the securities which shall
have been authenticated and delivered
under the 1993 Mortgage on the basis of the
issuance and delivery to the 1993
Mortgage Trustee of Collateral Series L
Bonds (other than by the application of
the proceeds of a payment in respect of
such Collateral Series L Bonds) shall,
to the extent thereof, be deemed to satisfy
and discharge the obligation of the
Company, if any, to make a payment of
principal of such Collateral Series L
Bonds which is then due.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the
Collateral Series L Bonds as the same
shall become due and payable shall have
been fully satisfied and discharged
unless and until it shall have received a
written notice from the 1993 Mortgage
Trustee, signed by an authorized officer
thereof, stating that the principal of
specified Collateral Series L Bonds has
become due and payable and has not been
fully paid, and specifying the amount of
funds required to make such payment.
Each Collateral Series L Bond shall be dated as of the date of
its authentication.
The Collateral Series L Bonds shall be issued as fully
registered bonds only, in denominations of
$1,000 and multiples thereof.
The Collateral Series L Bonds shall be registerable and
exchangeable at the office or agency of the
Company in the city in which the
principal corporate trust office of the
1993 Mortgage Trustee is located, in the
manner and upon the terms set forth in
Section 5 of Article II of the Indenture;
provided, however, that the Collateral
Series L Bonds shall not be transferrable
except to a successor trustee under the
1993 Mortgage. No service charge shall
be made for any exchange or transfer of any
Collateral Series L Bond.
SECTION 2. The text of the Collateral Series L Bonds shall be
substantially in the form attached hereto
as Exhibit A.
SECTION 3. The Collateral Series L Bonds may be executed by
the Company and delivered to the Trustee
and, upon compliance with all
applicable provisions and
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requirements of the Indenture in respect
thereof, shall be authenticated by the
Trustee and delivered (without awaiting the
filing or recording of this
Supplemental Indenture) in accordance with
the written order or orders of the
Company.
ARTICLE TWO
REDEMPTION OF THE COLLATERAL SERIES L BONDS
SECTION 1. Each Collateral Series L Bond shall be redeemable
at the option of the Company in whole at
any time, or in part from time to time,
prior to maturity, at a redemption price
equal to 100% of the principal amount
thereof to be redeemed.
SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of
Article V of the Indenture shall be
applicable to the Collateral Series L Bonds,
except that (a) no publication of notice of
redemption of the Collateral Series
L Bonds shall be required and (b) if less
than all the Collateral Series L Bonds
are to be redeemed, the Collateral Series L
Bonds to be redeemed shall be
selected in the principal amounts
designated to the Trustee by the Company, and
except as such provisions may otherwise be
inconsistent with the provisions of
this Article Two.
SECTION 3. The holder of each and every Collateral Series L
Bond hereby agrees to accept payment
thereof prior to maturity on the terms and
conditions provided for in this Article
Two.
ARTICLE THREE
ACKNOWLEDGMENT OF RIGHT TO VOTE
OR CONSENT WITH RESPECT TO
CERTAIN AMENDMENTS TO INDENTURE
The Company hereby acknowledges the right of the holders of
the Collateral Series L Bonds to vote or
consent with respect to any or all of
the modifications to the Indenture referred
to in Article Three of the
Supplemental Indenture, dated as of March
1, 1980, irrespective of the fact that
the Bonds of the Second 1987 Series are no
longer outstanding; provided,
however, that such acknowledgment shall not
impair (a) the right of the Company
to make such modifications without the
consent or other action of the holders of
the Bonds of the 2020 Series or the bonds
of any other series subsequently
created under the Indenture with respect to
which the Company has expressly
reserved such right or (b) the right of the
Company to reserve the right to make
such modifications without the consent or
other action of the holders of bonds
of one or more, or any or all, series c
