Exhibit 10.2
Semco Energy, Inc.
1411 Third Street, Suite A
Port Huron, MI 48060
Gentlemen:
This Negative Pledge Agreement (the “
Agreement ”) is made by SEMCO ENERGY, INC.,
a Michigan corporation (herein “ Borrower
”), located at 1411 Third Street, Suite A, Port Huron, MI
48060, in favor of U.S. BANK NATIONAL ASSOCIATION (herein “
Bank ”), located at 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, pertaining to certain loans and
other credit which Bank has made or may from time to time hereafter
make available to Borrower, which are evidenced by that certain
Revolving Note dated as of November 16, 2006, made in the principal
amount of Seven Million Five Hundred Thousand Dollars
($7,500,000.00) by Borrower, payable to Bank, as may be amended,
restated supplemented or replaced from time to time (the “
Note ”).
In consideration of all present and future
loans and credit from time to time made available by Bank to or in
favor of Borrower under the Note and all obligations and
liabilities of Borrower under this Agreement (herein collectively
called the “ Liabilities ”), Borrower
covenants and agrees as follows:
1. So long as
Bank shall have any obligation (if at all) to make any advance
under the Note and thereafter, until the Liabilities have been paid
in full, the Borrower covenants and agrees that it will not create,
incur, assume or suffer to exist any mortgage, pledge, encumbrance,
security interest, lien or charge of any kind upon any of its
assets other than Permitted Liens. “ Permitted
Liens ” shall mean:
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a.
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Liens, mortgages, security interests and other
encumbrances to or in favor of Bank;
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b.
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Liens for taxes, assessments or other
governmental charges incurred in the ordinary course of business
and for which no interest, late charge or penalty is attaching or
which is being contested in good faith by appropriate proceedings
and, if requested by the Bank, bonded in an amount and manner
satisfactory to the Bank;
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c.
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Liens, not delinquent, created by statute in
connection with worker’s compensation, unemployment
insurance, social security and similar statutory obligations;
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1
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d.
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Liens of mechanics, materialmen, carriers,
warehousemen or other like statutory or common law liens securing
obligations incurred in good faith in the ordinary course of
business that are not yet due and payable;
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e.
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Minor encumbrances or imperfections of title
consisting of existing or future zoning restrictions, existing
recorded rights-of-way, existing recorded easements, existing
recorded private restrictions or future public restrictions on the
use of real property, none of which (individually or in the
aggregate) materially impairs, or would materially impair, the
present or future use of such pro
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