EXHIBIT 10.22.1
February 10, 2006
SEMCO Energy, Inc.
Re: First Amendment (the "Amendment") under that certain Second Amended
and Restated Credit Agreement dated as of September 15, 2005 by and
among the financial institutions from time to time signatory thereto
(each a "Lender", and collectively the "Lenders"), LaSalle Bank
Midwest National Association, as Administrative Agent for the
Lenders (in such capacity, "Agent"), and SEMCO Energy, Inc.
("Company"), as amended from time to time prior to the date hereof
(the "Credit Agreement").
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Except as specifically defined
to the contrary herein, capitalized terms used in this Amendment shall have the
meanings given them in the Credit Agreement.
You have requested that the Lenders permit LIBOR Loans with a two week
Interest Period.
Based on the Agent's receipt of the approval of the requisite Lenders (as
attached to this Amendment) and a closing certificate from you in form and
substance reasonably acceptable to the Agent, the Agent hereby confirms, for and
on behalf of the Lenders, the amendment of the Credit Agreement to delete the
definition of "Interest Period" as set forth in Section 1.1 thereof, and the
insertion of the following language in its place:
"Interest Period means, as to any LIBOR Loan, the period commencing on the
date such Loan is borrowed or continued as, or converted into, a LIBOR
Loan and ending on the date two weeks or one, two, three or six months
thereafter as selected by the Company pursuant to Section 2.2.2 or 2.2.3,
as the case may be; provided that:
(a) if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to
the following Business Day unless the result of such extension
would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the
preceding Business Day;
(b) any Interest Period of one month or longer that begins on a
day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period shall end on
the last
Business Day of the calendar month at the end of such Interest
Period; and
(c) the Company may not select any Interest Period for a Revolving
Loan which would extend beyond the scheduled Termination
Date."
Except as expressly set forth herein, this Amendment shall not be deemed
to amend or alter in any respect the terms and conditions of the Credit
Agreement (including without limitation all conditions and requirements for
Advances and any financial covenants) or any of the other Loan Documents, or to
constitute a waiver or release by any of the Lenders or the Agent of any right,
remedy, Default or Event of Default under the Credit Agreement or any of the
other loan documents. Furthermore, this Amendment shall not affect in any manner
whatsoever any rights and remedies of the Lenders or the Agent with respect to
any non-compliance by the Company with the Credit Agreement or the other Loan
Documents, whether in the nature of a Default or Event of Default, and whether
now in existence or subsequently arising, all of which rights and remedies are
expressly reserved.
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This Amendment shall not become effective unless (and until) the Company
has countersigned and returned to the Agent (which shall occur within five (5)
Business Days from the date hereof or, after which date, unless extended in
writing by the Agent, this Amendment shall be deemed to have lapsed) a duplicate
original of this letter and the Company has satisfied any conditions to
effectiveness contained herein.
Very truly yours,
LASALLE BANK MIDWEST NATIONAL
ASSOCIATION, as Agent
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Its: FIRST VICE PRESIDENT
Acknowledged and agreed:
SEMCO ENERGY, INC.
By:
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Its:
-----------------------------------
Date: , 2006
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This Amendment shall not become effective unless (and until) the Company
has countersigned and returned to the Agent (which shall occur within five (5)
Business Days from the date hereof or, after which date, unless extended in
writing by the Agent, this Amendment shall be deemed to have lapsed) a duplicate
original of this letter and the Company has satisfied any conditions to
effectiveness contained herein.
Very truly yours,
LASALLE BANK MIDWEST NATIONAL
ASSOCIATION, as Agent
By:
-----------------------------------
Its:
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Acknowledged and agreed:
SEMCO ENERGY, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its:
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Senior Vice President and CFO
Date: February 10, 2006
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AUTHORIZATION OF AMENDMENT
The undersigned Lender hereby confirms its approval of the foregoing
Amendment on the terms and conditions set forth therein.
NATIONAL CITY BANK OF THE MIDWEST
By: /s/ Xxxxx X. Nazareth
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Xxxxx X. Nazareth
Its: Vice President
Date: February 13, 2006
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AUTHORIZATION OF AMENDMENT
The undersigned Lender hereby confirms its approval of the foregoing
Amendment on the terms and conditions set forth therein.
FIFTH THIRD BANK, A MICHIGAN
BANKING CORPORATION, as Lender
By: /s/ Xxxxx X. Xxxxxxxxx
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Its: Assistant Vice President
Date: February 17, 2006
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AUTHORIZATION OF AMENDMENT
The undersigned Lender hereby confirms its approval of the foregoing
Amendment on the terms and conditions set forth therein.
U.S BANK, NATIONAL ASSOCIATION
[Lender]
BY: /s/ Xxxx Xxxxx
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Its: VICE PRESIDENT
Date: Feb. 13th, 2006
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AUTHORIZATION OF AMENDMENT
The undersigned Lender hereby confirms its approval of the foregoing
Amendment on the terms and conditions set forth therein.
Huntington National Bank
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Its: Vice President
Date: February 10, 2006
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AUTHORIZATION OF AMENDMENT
The undersigned Lender hereby confirms its approval of the foregoing
Amendment on the terms and conditions set forth therein.
COMERICA BANK
By: /s/ Xxxxx Xxxxxx
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Its: ASSISTANT VICE PRESIDENT
Date: February 13th, 2006
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