EX-25.(A) 5 dbk132d.htm STATEMENT OF ELIGIBILITY (FORM T-1)

Exhibit (25)(a)

Securities Act of 1933 Registration No. 333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)


U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.


800 Nicollet Mall  
Minneapolis, Minnesota 55402

(Address of principal executive offices) (Zip Code)

Peter M. Brennan
U.S. Bank National Association
1555 N. River Center Drive Suite 301
Milwaukee, WI 53212
(414) 905-5003
(Name, address and telephone number of agent for service)

WPS Resources Corporation
(Exact name of obligor as specified in its charter)


Wisconsin 39-1775292

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)



700 North Adams Street, Green Bay WI 54307

(Address of Principal Executive Offices) (Zip Code)

Indenture Senior Debt Securities Dated as of October 1, 1999
(Title of the indenture securities)



FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

  a) Name and address of each examining or supervising authority to which it is subject.

  Comptroller of the Currency
Washington, D.C.

  b) Whether it is authorized to exercise corporate trust powers.

  Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

  None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

  1. A copy of the Articles of Association of the Trustee, as now in effect.*

  2. A copy of the certificate of authority of the Trustee to commence business.*

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

  4. A copy of the existing bylaws of the Trustee.*

  5. A copy of each Indenture referred to in Item 4. Not applicable.

  6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

  7. Report of Condition of the Trustee as of December 31, 2005, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

  * A copy of each of these documents is on file with the Securities and Exchange Commission as an exhibit with corresponding exhibit numbers to the Form T-1 of Structured Obligations Corporation, filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, on November 16, 2001 Registration No. 333-67188), and is incorporated herein by Registration Number 333-67188.


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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, State of Wisconsin, on the 31 day of March, 2006.

U.S. BANK NATIONAL ASSOCIATION

By:    /s/ Peter M. Brennan
          Peter M. Brennan
            Vice President


By: /s/ Gene F. Ploeger
Gene F. Ploeger
  Vice President










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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 31, 2006

U.S. BANK NATIONAL ASSOCIATION

By:    /s/ Peter M. Brennan
          Peter M. Brennan
            Vice President


By: /s/ Gene F. Ploeger
Gene F. Ploeger
  Vice President










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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2005

($000’s)

12/31/2005
Assets        
     Cash and Due From Depository Institutions   $ 8,000,884  
     Securities    39,572,460  
     Federal Funds    3,106,359  
     Loans & Lease Financing Receivables    134,097,750  
     Fixed Assets    1,759,753  
     Intangible Assets    11,264,248  
     Other Assets    11,065,956  

     Total Assets   $ 208,867,410  

Liabilities
  
     Deposits   $ 135,603,591  
     Fed Funds    13,987,126  
     Treasury Demand Notes    0  
     Trading Liabilities    186,413  
     Other Borrowed Money    24,865,833  
     Acceptances    60,785  
     Subordinated Notes and Debentures    6,606,929  
     Other Liabilities    6,323,045  

     Total Liabilities   $ 187,633,722  

Equity
  
     Minority Interest in Subsidiaries   $ 1,025,113  
     Common and Preferred Stock    18,200  
     Surplus    11,804,040  
     Undivided Profits    8,386,335  

         Total Equity Capital   $ 21,233,688  

Total Liabilities and Equity Capital
   $ 208,867,410  


To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Peter M. Brennan
  Vice President

Date:   April 5, 2006

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