WPS RESOURCES CORPORATION Underwriting AgreementWPS Resources Corp • December 1st, 2006 • 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.
FIRST SUPPLEMENTAL INDENTURE BY AND BETWEEN WPS RESOURCES CORPORATION AND Dated as of December 1, 2006 SUPPLEMENTAL TO INDENTURE DATED AS OF NOVEMBER 13, 2006Supplemental Indenture • December 1st, 2006 • WPS Resources Corp • Electric & other services combined • Wisconsin
RecitalsReplacement Capital Covenant • December 1st, 2006 • WPS Resources Corp • Electric & other services combined
