0000277158-04-000026 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 19, 2004, by and among SEMCO Energy, Inc., a Michigan corporation, (the “Company”), and each of the undersigned (together with any assignee or transferee of all of their respective rights hereunder, the “Investors”).

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AGREEMENT
Executive Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution

This Agreement (the "Agreement") is made as of the _____ day of _____________, _____, between SEMCO ENERGY, INC., a Michigan corporation (hereinafter called the "Company") and ___________________________ (hereinafter called "Executive").

Contract
Warrant Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 19, 2004, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, REASONABLY SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

SHAREHOLDER AGREEMENT BETWEEN SEMCO ENERGY, INC., A MICHIGAN CORPORATION AND A Delaware limited liability limited partnership DATED AS OF MARCH 19, 2004
Shareholder Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan
EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

This Employment Agreement (“Agreement”) is made and entered into as of March 9, 2004, by and between SEMCO Energy Inc., a Michigan corporation (“the Company”), and George A. Schreiber, Jr. (“Executive”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 19, 2004, by and among SEMCO Energy, Inc., a Michigan corporation ("Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").

Amended Rights Agreement
Rights Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution

This Amended Rights Agreement is made as of the 19th day of March, 2004 between SEMCO Energy, Inc., a Michigan corporation ("SEMCO"), formerly named Southeastern Michigan Gas Enterprises, Inc. and National City Bank, as successor Rights Agent to Continental Stock Transfer & Trust Company ("Continental").

SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2004 • Semco Energy Inc • Natural gas distribution • Michigan

This Sixth Amendment to Credit Agreement (this “Sixth Amendment”) is made as of this 18th day of March, 2004 by and among SEMCO ENERGY, INC., a Michigan corporation (the “Company”), STANDARD FEDERAL BANK N.A. (“Standard Federal”) and the other banks signatory hereto and Standard Federal, as agent for the Banks (in such capacity, “Agent”).

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