[LASALLE BANK LOGO] LASALLE BANK MIDWEST N.A.
2600 West Big Beaver Road
Troy, MI 48084
Fax: (248) 822-5748
February 15, 2006
GREGORY E. CASTLE
First Vice President
MIDDLE MARKET BANKING
SEMCO Energy, Inc.
Re: 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 herein shall have the meanings
given them in the Credit Agreement.
Per Section 4.1(c) of the Credit Agreement, you previously requested that
we make Swing Line Loans available to you at an interest rate equal to our
one-week LIBOR rate plus the LIBOR Margin in effect from time to time as stated
in the Credit Agreement (the "New Negotiated Rate"). We agreed to your request
for the period commencing January 31, 2006 through and including May 31, 2006.
In connection with our extending to you the New Negotiated Rate, we ask
that you acknowledge via execution of the signature block provided below: (i)
that the Swing Line Loans shall bear interest at the New Negotiated Rate for the
period set forth above and (ii) that all of the other terms, conditions and
requirements regarding the Swing Line and the Swing Line Loans as set forth in
the Credit Agreement remain in effect, unchanged.
Very truly yours,
LASALLE BANK MIDWEST NATIONAL
ASSOCIATION, as Swing Line Lender
By /s/ Gregory E. Castle
Its: FIRST VICE PRESIDENT
Acknowledged and agreed:
SEMCO ENERGY, INC.
By: /s/ Michael V. Palmeri
Its: EVP and CFO
Date: Feb. 15, 2006