SUPPLEMENTAL INDENTURE No. 18, made as of the 29th day of February, 2024, by and between XCEL ENERGY INC., a corporation duly organized and existing under the laws of the State of Minnesota (the Company), and U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as successor to COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the Trustee):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Indenture (hereinafter referred to as the Indenture), made
as of December 1, 2000; and
WHEREAS, Section 2.5 of the Indenture provides that Securities shall be issued in series and
that a Company Order shall specify the terms of each series; and
WHEREAS, the Company has this day delivered a Company Order
setting forth the terms of a series of Securities designated 5.50% Senior Notes, Series due March 15, 2034 (hereinafter referred to as the Notes); and
WHEREAS, Section 12.1 of the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto
for the purposes, among others, of establishing the form of Securities or establishing or reflecting any terms of any Security and adding to the covenants of the Company; and
WHEREAS, on January 3, 2024, (i) pursuant to Section 8.10(c) of the Indenture, the Company removed Computershare Trust
Company, N.A. as trustee under the Indenture, effective January 16, 2024, and (ii) pursuant to Section 8.11 of the Indenture, the Company appointed U.S. Bank Trust Company, National Association as trustee under the Indenture to
succeed to all the rights, title, interests, powers, duties, and obligations of Computershare Trust Company, N.A. under the Indenture, with like effect as if originally named as trustee in the Indenture, and U.S. Bank Trust Company, National
Association accepted such appointment, each effective January 16, 2024; and
WHEREAS, the execution and delivery of this
Supplemental Indenture No. 18 (herein, this Supplemental Indenture) have been duly authorized by a resolution or written consent adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Notes by the Holders thereof and the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is hereby acknowledged,
the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows: