ex4_3-1si734.htm


    Exhibit
      4.3.1

    


    


    


    SEMCO
      ENERGY, INC.


     

    7
      3/4%
      SENIOR NOTES DUE 2013

     

    _______________________

     

    SUPPLEMENTAL
      INDENTURE

     

    DATED
      AS
      OF OCTOBER 24, 2007

     

    TO
      THE

     

    INDENTURE


     

    DATED
      AS
      OF MAY 15, 2003

     

    _______________________

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.


     

    TRUSTEE

     

    ___________________

     

     

     

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    THIS
      SUPPLEMENTAL INDENTURE, dated as of October 24, 2007 (this
“Supplemental Indenture”), is by and among SEMCO Energy, Inc., a Michigan
      corporation (the “Company”), and The Bank of New York Trust Company,
      N.A. (as successor in interest to Fifth Third Bank), as trustee (the
“Trustee”).  Capitalized terms used but not defined herein shall have
      the meanings given to such terms in the Indenture.

     

    WHEREAS,
      the Company and the Trustee are party to that certain Indenture (the
“Indenture”) dated as of May 21, 2003, providing for the issuance of 7 3/4
      % Senior Notes due 2013 (the “Notes”);

     

    WHEREAS,
      the Company has issued $200 million in aggregate principal amount of the
      Notes;

     

    WHEREAS,
      Section 9.02 of the Indenture provides that the Indenture may be amended with
      the consent of the Holders of at least a majority in principal amount of the
      Notes then outstanding (including consents obtained in connection with a tender
      offer) (subject to certain exceptions);

     

    WHEREAS,
      the Company desires and has requested that the Trustee join with it in entering
      into this Supplemental Indenture for the purpose of amending the Indenture
      in
      certain respects as permitted by Section 9.02 of the Indenture;

     

    WHEREAS,
      the execution and delivery of this Supplemental Indenture has been authorized
      by
      the Board of Directors of the Company and of each Guarantor; and

     

    WHEREAS,
      (1) the Company has received the consent of the Holders of a majority in
      principal amount of the outstanding Notes and has satisfied all other conditions
      precedent, if any, provided under the Indenture to enable the Company and the
      Trustee to enter into this Supplemental Indenture, all as certified by an
      Officers’ Certificate delivered to the Trustee simultaneously with the execution
      and delivery of this Supplemental Indenture as contemplated by Section 9.06
      of the Indenture, and (2) the Company has delivered to the Trustee
      simultaneously with the execution and delivery of this Supplemental Indenture
      an
      Opinion of Counsel relating to this Supplemental Indenture as contemplated
      by
      Sections 9.06 and 12.04 of the Indenture;

     

    NOW,
      THEREFORE, in consideration of the above premises, each party hereby agrees,
      for
      the benefit of the others and for the equal and ratable benefit of the Holders
      of the Notes, as follows:

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.1.  Deletion of Definitions and Related
      References.  Section 1.01 of the Indenture is
      hereby amended to delete in its entirety all terms and their respective
      definitions for which all references are eliminated in the Indenture as a result
      of the amendments set forth in Article II of this Supplemental
      Indenture.

     

    ARTICLE
      II


     

    AMENDMENTS
      TO INDENTURE

     

    Section
      2.1.  Amendments to the
      Indenture. The Indenture is hereby amended
      by:

     

    (i)        deleting
      the following sections of the Indenture and all references thereto in the
      Indenture in their entirety:

     

    
      	
               

            	
              ·

            	
              Section
                4.03 (Reports)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.04 (Compliance Certificate)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.05 (Taxes)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.06 (Stay, Extension and Usury
                Laws)

            


    

     

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              ·

            	
              Section
                4.07 (Restricted Payments)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.08 (Dividend and Other Payment Restrictions Affecting
                Subsidiaries)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.09 (Incurrence of Indebtedness and Issuance of Preferred
                Stock)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.10 (Asset Sales)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.11 (Transactions with Affiliates)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.12 (Liens)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.13 (Business Activities)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.14 (Corporate Existence)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.15 (Offer to Repurchase Upon  Change of
                Control)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.16 (Limitation on  Sale and Leaseback
                Transactions)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.17 (Payments for Consents)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.18 (Future Subsidiary Guarantees)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.19 (Designation of Restricted and Unrestricted
                Securities)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                4.20 (Changes in Covenants when Notes Rated Investment
                Grade)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                5.01 (Exchange, Consolidation or Sale of
                Assets)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                5.02 (Successor Corporation
                Substituted)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                10.04 (Guarantors May Consolidate, etc. on Certain
                Terms)

            


    

     

    
      	
               

            	
              ·

            	
              Section
                6.01(3), Section 6.01(4), Section 6.01(5), Section 6.01(6), Section
                6.01(7), Section 6.01(8), Section 6.01(9) and Section 6.01(10) (Events
                of
                Default).

            


    

     

    ARTICLE
      III


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      3.1.  Indenture.  Except
      as amended hereby, the Indenture is in all respects ratified and confirmed
      and
      all the terms, conditions and provisions thereof shall remain in full force
      and
      effect. This Supplemental Indenture shall form a part of the Indenture for
      all
      purposes, and every Holder of Notes heretofore or hereafter authenticated and
      delivered under the Indenture shall be bound by the Indenture as amended
      hereby.  In the case of conflict between the Indenture and this
      Supplemental Indenture, the provisions of this Supplemental Indenture shall
      control.

     

    Section
      3.2.  Severability.  In
      case any provision in this Supplemental Indenture shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      3.3.  Capitalized
      Terms.  Capitalized terms used herein
      but not defined shall have the meanings assigned to them in the
      Indenture.

     

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    Section
      3.4.  Effect of
      Headings.  The Article and Section headings used herein
      are for convenience only and shall not affect the construction of this
      Supplemental Indenture.

     

    Section
      3.5.  Trustee Makes No
      Representations.  The Trustee makes no representations
      as to the validity or sufficiency of this Supplemental Indenture.

     

    Section
      3.6.  Certain Duties and Responsibilities of the
      Trustee.  In entering into this Supplemental Indenture,
      the Trustee shall be entitled to the benefit of every provision of the Indenture
      relating to the conduct or affecting the liability or affording protection
      to
      the Trustee, whether or not elsewhere herein so provided.

     

    Section
      3.7.  Governing
      Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
      GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
      THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
      THEREBY.

     

    Section
      3.8.  Counterparts.  The
      parties may sign any number of copies of this Supplemental
      Indenture.  Each signed copy shall be an original, but all of them
      together represent one and the same agreement.

     

    Section
      3.9.  Successors.  All
      agreements of the Company, the Guarantors and the Trustee in this Supplemental
      Indenture and the Notes shall bind their respective successors.

     

    Section
      3.10.  Effectiveness.  The
      provisions of Articles I and II of this Supplemental Indenture shall
      not become operative unless and until the Company accepts validly tendered
      Notes
      representing at least a majority in aggregate principal amount of the
      outstanding Notes for payment pursuant to the terms and subject to the
      conditions of the applicable tender offer (the “Tender Offer”) as described in
      the Offer to Purchase and Consent Solicitation, dated October 10,
      2007.  If after the execution of this Supplemental Indenture, the
      Tender Offer is terminated or withdrawn, or all payments in respect of the
      Notes
      accepted for payment pursuant to the Tender Offer are not made on the applicable
      payment date, the provisions of Articles I and II of this Supplemental
      Indenture will have no effect and the Indenture shall be deemed to be amended
      so
      that it reads exactly as it did immediately prior to the execution of this
      Supplemental Indenture.

     

    Section
      3.11.  Endorsement and Change of Form of
      Notes. Any Notes authenticated and delivered after
      the close of business on the date that this Supplemental Indenture becomes
      effective may be affixed to, stamped, imprinted or otherwise legended by the
      Trustee, with a notation as follows:

     

    
      	 	
              “Effective
                as of
                [              ],
                2007, the majority of the restrictive covenants of the Indenture
                and
                certain of the Events of Default have been eliminated, as provided
                in the
                Supplemental Indenture, dated as of October 24,
                2007.  Reference is hereby made to said Supplemental Indenture,
                copies of which are on file with the Trustee, for a description of
                the
                amendments made therein.”

            	 


    

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental
      Indenture to be duly executed as of the day and year written above.

     

    
      	 	SEMCO
              ENERGY, INC.
	
               

            	
              By
                

            	/s/ Michael
              V.
              Palmeri
	 	 	Name: 
Michael
              V.
              Palmeri 
	 	 	Title: 
Senior
              Vice
              President, CFO and Treasurer
	 	 	 


    

     

    
      	 	THE
              BANK OF NEW YORK TRUST
              COMPANY, N.A., AS TRUSTEE,
	
               

            	
              By
                

            	/s/ Roxane
              Ellwanger
	 	 	Name: 
ROXANE
              ELLWANGER 
	 	 	Title: 
Assistant
              Vice
              President 
	 	 	 


    

     

     

     

      [SIGNATURE
        PAGE OF 2013 SUPPLEMENTAL INDENTURE]

       

      
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