PUBLIC SERVICE COMPANY OF COLORADORegistration Rights Agreement • December 17th, 2002 • Public Service Co of Colorado • Electric & other services combined • New York
Public Service Company of Colorado, a corporation organized under the laws of the State of Colorado (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”) the Company’s 7.875% First Collateral Trust Bonds, Series No. 8 due 2012 (the “Securities”), upon the terms set forth in a purchase agreement dated as of September 18, 2002 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:
FORM OF EXCHANGE AGENCY AGREEMENTForm of Exchange Agency Agreement • December 17th, 2002 • Public Service Co of Colorado • Electric & other services combined • Colorado
Public Service Company of Colorado, a Colorado corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 7.875% First Collateral Trust Bonds, Series No. 8 due 2012 (the “Original First Collateral Trust Bonds”) for its 7.875% First Collateral Trust Bonds, Series No. 10 due 2012 (the “Exchange First Collateral Trust Bonds”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 200 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original First Collateral Trust Bonds. A copy of the Prospectus is attached hereto as Exhibit A. The Original First Collateral Trust Bonds and the Exchange First Collateral Trust Bonds are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
