Exhibit (1)(b) WPS RESOURCES CORPORATION $______________ Medium-Term Notes Due One Year or More From Date of Issue DISTRIBUTION AGREEMENT [Agent Addresses] Ladies and Gentlemen: WPS Resources Corporation, a Wisconsin corporation (the "Company"),...Distribution Agreement • October 21st, 1999 • WPS Resources Corp • Electric & other services combined • New York
Exhibit 1(a) WPS RESOURCES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 1999 • WPS Resources Corp • Electric & other services combined • New York
EXHIBIT 2A ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • March 16th, 2000 • WPS Resources Corp • Electric & other services combined • Pennsylvania
Exhibit 1 WPS RESOURCES CORPORATION UNDERWRITING AGREEMENT November 9, 1999 A.G. Edwards & Sons, Inc. Robert W. Baird & Co. Incorporated Legg Mason Wood Walker, Incorporated c/o A.G. Edwards & Son's, Inc. One North Jefferson Avenue St. Louis, Missouri...Underwriting Agreement • November 12th, 1999 • WPS Resources Corp • Electric & other services combined • New York
EXECUTION COPY WPS RESOURCES CORPORATION UNDERWRITING AGREEMENT November 19, 2003 A. G. Edwards & Sons, Inc. Robert W. Baird & Co. Incorporated Edward D. Jones & Co., L.P. The Williams Capital Group, L.P. c/o A. G. Edwards & Sons, Inc. One North...Underwriting Agreement • November 20th, 2003 • WPS Resources Corp • Electric & other services combined • New York
TOIndenture • October 21st, 1999 • WPS Resources Corp • Electric & other services combined • Wisconsin
New York, New York October 22, 1997Agreement and Plan of Merger • October 23rd, 1997 • WPS Resources Corp • Electric & other services combined
WPS RESOURCES CORPORATION Underwriting AgreementUnderwriting Agreement • December 1st, 2006 • WPS Resources Corp • Electric & other services combined • New York
WPS Resources Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 6.11% Junior Subordinated Notes Due 2066 (the “Securities”). The Securities will be issued pursuant to a Subordinated Indenture, dated as of November 13, 2006 (the “Original Subordinated Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by the First Supplemental Indenture thereto, creating the series in which the Securities are to be issued (the “Supplemental Indenture”). The term “Indenture,” as used herein, means the Original Subordinated Indenture as supplemented by the Supplemental Indenture.
TOIndenture • October 6th, 1999 • WPS Resources Corp • Electric & other services combined • Wisconsin
WPS RESOURCES CORPORATIONIndenture • December 4th, 2006 • WPS Resources Corp • Electric & other services combined • Wisconsin
INDENTURE, dated as of November 13, 2006, between WPS RESOURCES CORPORATION, a corporation duly organized and existing under the laws of the State of Wisconsin (herein called the “COMPANY”), having its principal office at 700 North Adams Street, Green Bay, Wisconsin 54301 and U.S. Bank National Association, a national banking association organized and existing under and by virtue of the laws of the United States, as Trustee (herein called the “TRUSTEE”).
EXHIBIT 10-1 ASSET PURCHASE AGREEMENT BY AND AMONG PP&L, INC., PP&L RESOURCES, INC., LADY JANE COLLIERIES, INC.Asset Purchase Agreement • August 11th, 1999 • WPS Resources Corp • Electric & other services combined • Pennsylvania
INTEGRYS ENERGY GROUP, INC. Underwriting AgreementUnderwriting Agreement • August 15th, 2013 • Integrys Energy Group, Inc. • Electric & other services combined • New York
Integrys Energy Group, Inc., a corporation organized under the laws of Wisconsin (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 principal amount of its securities identified in Schedule I hereto (the “Securities”) to be issued under a Subordinated Indenture, dated as of November 13, 2006, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented to the date hereof (as so amended and supplemented, the “Original Indenture”) and to be further supplemented by the Second Supplemental Indenture, dated as of August 15, 2013, creating the series in which the Securities are to be issued (the “Supplemental Indenture”). The term “Indenture,” as used herein, means the Original Indenture as supplemented by the Supplemental Indenture. To the extent there are no additional Underwriters listed on Schedule
andRights Agreement • December 13th, 1996 • WPS Resources Corp • Electric & other services combined • Wisconsin
FIVE YEAR CREDIT AGREEMENT amongCredit Agreement • May 9th, 2014 • Integrys Energy Group, Inc. • Electric & other services combined • New York
THIS FIVE YEAR CREDIT AGREEMENT (this “Agreement”), dated as of May 8, 2014, is entered into among INTEGRYS ENERGY GROUP, INC., a Wisconsin corporation (the “Borrower”), the Lenders (as defined herein), J.P. MORGAN SECURITIES LLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Active Lead Arrangers and Book Managers, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agent, THE BANK OF NOVA SCOTIA and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, THE BANK OF NOVA SCOTIA and U.S. BANK NATIONAL ASSOCIATION, as Lead Arrangers and Book Managers, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders (in such capacity, the “Agent”), Swing Line Lender and L/C Issuer.
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT By and Between INTEGRYS ENERGY GROUP, INC. And As Amended and Restated Effective January 1, 2009Executive Employment and Severance Agreement • February 26th, 2009 • Integrys Energy Group, Inc. • Electric & other services combined • Wisconsin
THIS AGREEMENT, made and entered into as of the _____ day of __________________, 2008, by and between Integrys Energy Group, Inc., a Wisconsin corporation (hereinafter referred to as the “Company”), and _____________________ (hereinafter referred to as “Executive”).
INTEGRYS ENERGY GROUP, INC. Underwriting AgreementUnderwriting Agreement • November 15th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • New York
Integrys Energy Group, Inc., a corporation organized under the laws of Wisconsin (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an Indenture, dated as of October 1, 1999, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented to the date hereof (as so amended and supplemented, the “Original Indenture”) and to be further supplemented by the Fifth Supplemental Indenture, dated as of November 1, 2010, creating the series in which the Securities are to be issued (the “Supplemental Indenture”). The term “Indenture,” as used herein, means the Original Indenture as supplemented by the Supplemental Indenture. To the extent there are no additional Underwriters listed on Schedule I other than you, the
Asset Purchase Agreement by and between Aquila, Inc. and WPS Michigan Utilities, Inc. Dated: September 21, 2005Asset Purchase Agreement • September 27th, 2005 • WPS Resources Corp • Electric & other services combined • Michigan
Exhibit 1.1-AForm of Assignment and Assumption Agreement Exhibit 1.1-B Form of Assignment of Easements Exhibit 1.1-C Form of Bill of Sale Exhibit 1.1-D Form of Guaranty Exhibit 1.1-E Form of Special Warranty Deed Exhibit 1.1-F Form of Transitional Services Agreement Exhibit 3.1 Determination of Purchase Price Exhibit 3.1.A Example of Michigan Gas Closing Payment Amount Exhibit 3.1.B Example of Michigan Gas Post-Closing Adjustment Statement Exhibit 3.1.C Sample Calculation of Michigan Gas Purchase Price Exhibit 7.9(d)(ii)(C) Pension Matters
REPLACEMENT CAPITAL COVENANTReplacement Capital Covenant • November 15th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined
INTEGRYS ENERGY GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 15th, 2014 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois
You have been granted a nonqualified stock option with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”) This Agreement sets forth the terms, rights and obligations of you and the Company with respect to the grant of this option. This option shall not become effective until you acknowledge receipt online.
INTEGRYS ENERGY GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 28th, 2008 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois
THIS AGREEMENT is entered into as of May 17, 2007 (the “Grant Date”), by and between INTEGRYS ENERGY GROUP, INC. (the “Company”), and __________________ ____________________ (the “Optionee”). This Agreement sets forth the terms, rights and obligations of the parties with respect to the grant of an option to the Optionee. This option shall not become effective until the Optionee signs and returns the “Acknowledgement Form” attached hereto.
INTEGRYS ENERGY GROUP, INC. PERFORMANCE STOCK RIGHT AGREEMENTPerformance Stock Right Agreement • May 15th, 2014 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois
You have been granted a Performance Stock Right with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”). This Agreement sets forth the terms, rights and obligations of you and the Company with respect to your Performance Stock Right. This Agreement shall not become effective until you acknowledge receipt online.
WPS RESOURCES CORPORATION UNDERWRITING AGREEMENT December 11, 2001Underwriting Agreement • December 12th, 2001 • WPS Resources Corp • Electric & other services combined • New York
WPS Resources Corporation, a Wisconsin corporation (the "Company") confirms its agreement (the "Agreement") with the underwriters named in Schedule A (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (the "Representatives"), with respect to (a) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), including the related common stock purchase rights (the "Rights") provided for in the Rights Agreement dated December 12, 1996, between the Company and Firstar Trust Company, as rights agent (the "Rights Agreement") (all references herein to the Common Stock shall include the Rights unless the context indicates otherwise) indicated in Schedule A hereto at the public offering price and on the other terms and
FIVE YEAR CREDIT AGREEMENT among INTEGRYS ENERGY GROUP, INC., as Borrower THE LENDERS IDENTIFIED HEREIN, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. AND UNION BANK, N.A., as Syndication Agents JPMORGAN CHASE BANK, N.A., KEYBANK NATIONAL ASSOCIATION, MIZUHO...Credit Agreement • June 19th, 2012 • Integrys Energy Group, Inc. • Electric & other services combined • New York
THIS FIVE YEAR CREDIT AGREEMENT (this “Agreement”), dated as of June 13, 2012, is entered into among INTEGRYS ENERGY GROUP, INC., a Wisconsin corporation (the “Borrower”), the Lenders (as defined herein), U.S. BANK NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UNION BANK, N.A., as Active Lead Arrangers and Book Managers, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UNION BANK, N.A., as Syndication Agents, JPMORGAN CHASE BANK, N.A., KEYBANK NATIONAL ASSOCIATION, MIZUHO CORPORATE BANK LTD. and THE BANK OF NOVA SCOTIA, as Documentation Agents, J.P. MORGAN SECURITIES LLC, KEYBANK NATIONAL ASSOCIATION, MIZUHO CORPORATE BANK LTD. and THE BANK OF NOVA SCOTIA, as Lead Arrangers and Book Managers, and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as administrative agent for the Lenders (in such capacity, the “Agent”), Swing Line Lender and L/C Issuer.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 23rd, 2010 • Integrys Energy Group, Inc. • Electric & other services combined
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and executed as of January 26, 2010, by and between Macquarie Cook Power Inc., (“MCP”) a corporation organized and existing under the laws of the State of Delaware, Integrys Energy Services, Inc., (“IES”) a Wisconsin corporation, and Integrys Energy Group, Inc., (“IEG”) a Wisconsin corporation (collectively, the “Parties” and individually, a “Party”).
ContractPurchase and Sale Agreement • April 23rd, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • New York
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 28th, 2003 • WPS Resources Corp • Electric & other services combined • Wisconsin
This Amendment to Rights Agreement, effective as of the 9th day of October, 2002, is made and entered into by and among U.S. Bank National Association ("U.S. Bank"), WPS Resources Corporation, a Wisconsin corporation (the "Company"), and American Stock Transfer & Trust Company ("AST").
INTEGRYS ENERGY GROUP, INC.Restricted Stock Unit Agreement • May 15th, 2014 • Integrys Energy Group, Inc. • Electric & other services combined
You have been granted a Restricted Stock Unit (“RSU”) award with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”) with the following terms and conditions. The common stock of the Company is referred to in this Agreement as the Common Stock. Your award will not become effective until you acknowledge receipt online.
SETTLEMENT AND OWNERSHIP TRANSFER AGREEMENT between Wisconsin Public Service Corporation and Madison Gas and Electric CompanySettlement and Ownership Transfer Agreement • March 1st, 1999 • WPS Resources Corp • Electric & other services combined
ASSUMPTION AGREEMENTAssumption Agreement • June 29th, 2015 • Integrys Energy Group, Inc. • Electric & other services combined • New York
This Agreement is made as of June 29, 2015, by Integrys Holding, Inc. (f/k/a GET Acquisition Corp.), a Wisconsin corporation (the “Company”), for the benefit of the banks, financial institutions, and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as agent (the “Administrative Agent”) for the Lenders.
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT By and Between INTEGRYS ENERGY GROUP, INC. And Phillip M. Mikulsky As Amended and Restated Effective June 21, 2014Key Executive Employment and Severance Agreement • June 25th, 2014 • Integrys Energy Group, Inc. • Electric & other services combined • Wisconsin
THIS AGREEMENT, made and entered into the 21st day of June, 2014, by and between Integrys Energy Group, Inc., a Wisconsin corporation (hereinafter referred to as the “Company”), and Phillip M. Mikulsky (hereinafter referred to as “Executive”).
PEOPLES ENERGY CORPORATION AND INTEGRYS ENERGY GROUP, INC. TO THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 5, 2007First Supplemental Indenture • March 9th, 2007 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois
This First Supplemental Indenture, dated as of March 5, 2007 (this “First Supplemental Indenture”), by and among Peoples Energy Corporation, an Illinois corporation (“PEC”), Integrys Energy Group, Inc., a Wisconsin corporation (“Integrys”), and The Bank of New York Trust Company, N.A. (successor to Bank One Trust Company National Association) (the “Trustee”), as trustee under the Original Indenture (defined below).
New York, New York November 5, 1997Agreement and Plan of Merger • November 21st, 1997 • WPS Resources Corp • Electric & other services combined
Fifth supplemental indenture FROM Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation) To Trustee Dated as of November 1, 2010 Supplemental to Indenture Dated as of October 1, 1999Fifth Supplemental Indenture • November 15th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • Wisconsin
This Fifth Supplemental Indenture is made as of the 1st day of November, 2010 by and between Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation), a corporation duly organized and existing under the laws of the State of Wisconsin (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”), and successor to Firstar Bank National Association.
WPS INVESTMENTS, LLC (a Wisconsin limited liability company) OPERATING AGREEMENT December 21, 2000Operating Agreement • December 28th, 2000 • WPS Resources Corp • Electric & other services combined • Wisconsin
INTEGRYS ENERGY GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 28th, 2008 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois
THIS AGREEMENT is entered into as of February 14, 2008 (the “Grant Date”), by and between INTEGRYS ENERGY GROUP, INC. (the “Company”), and __________________ ____________________ (the “Optionee”). This Agreement sets forth the terms, rights and obligations of the parties with respect to the grant of an option to the Optionee. This option shall not become effective until the Optionee signs and returns the “Acknowledgement Form” attached hereto.
