Exhibit 2.(ii)
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
_____________________
This First Amendment to the Asset Purchase Agreement,
dated August 9, 1997, by and among Sub-Surface Construction Co.,
as "Seller," Xxxxxxx Xxxxx, as "Xxxxx," and SEMCO Energy
Construction Co., as "Buyer," is made this 13th day of August,
1997, by and among Seller, Kniff and Buyer.
The obligations, costs and expenses to be incurred by
Seller Parties pursuant to paragraph 10.22(e) of the Asset
Purchase Agreement are separate and independent from the
indemnity obligations of Seller Parties under paragraph 14 of the
Asset Purchase Agreement, and will not, when incurred, reduce the
amount of indemnity cap, or be included in the amount of actual
damages incurred for purposes of the cap, described in paragraph
14.3 of the Asset Purchase Agreement.
IN WITNESS OF WHICH, this First Amendment has been
executed and delivered by the parties.
ATTEST: SUB-SURFACE CONSTRUCTION CO.
C. Xxxxxx Xxxxxxx By Xxxxxxx Xxxxx
President
SELLER
ATTEST:
C. Xxxxxx Xxxxxxx Xxxxxxx Xxxxx
KNIFF
ATTEST: SEMCO ENERGY CONSTRUCTION CO.
A.R. Xxxxxxx By L. L. Xxxxxxx
Its President
BUYER