Exhibit 10.2
Semco Energy, Inc.
2301 West Big Beaver Road, Suite 212
Troy, MI 48084
Gentlemen:
This Negative Pledge Agreement (the “
Agreement ”) is made by SEMCO ENERGY, INC., a Michigan
corporation (herein the “ Borrower ”), located
at 2301 West Big Beaver Road, Suite 212, Troy, MI 48084, in favor
of COMERICA BANK, a Michigan banking corporation (herein the
“ Bank ”), located at 500 Woodward Avenue,
Detroit, Michigan 48226, 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 Master
Revolving Note dated as of October 1, 2006, made in the principal
amount of $15,000,000 by Borrower, payable to Bank, as may be
amended, restated supplemented or replaced from time to time (the
“Master 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 Master 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 Master 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 the of its assets other than Permitted Liens. “
Permitted Liens ” shall mean:
|
a.
|
Liens, mortgages, security interests and other
encumbrances to or in favor of Bank;
|
|
b.
|
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;
|
|
c.
|
Liens, not delinquent, created by statute in
connection with worker’s compensation, unemployment
insurance, social security and similar statutory obligations;
|
1
|
d.
|
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;
|
|
e.
|
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 property in the operation of the
business for which it is used, or would be violated in any material
respect by any ex
|
|
