Exhibit 10.1 - Exchange Agreement - Credit Suisse


    Exhibit
      10.1

    
      
        


        Execution
          Copy

        


        EXCHANGE
          AGREEMENT

         

         

        This
          Exchange Agreement (the “Agreement”) is entered into, effective as of May 22,
          2006 (the “Effective Date”), between SEMCO Energy, Inc. (the “Company”) and the
          Holder listed below (“Holder”). 

         

        RECITALS

         

         

        A.     Holder
          is
          the beneficial owner of 59,900 shares of the Company’s 5% Series B Convertible
          Cumulative Preferred Stock (liquidation preference of $200 per share) which
          bear
          CUSIP Number 78412D703 (the “Exchange Securities”). 

         

         

        B.     Holder,
          acting solely as principal, wishes to exchange the Exchange Securities,
          and only
          such Exchange Securities, for the combination of (a) $ 7,587,530.96 (the
“Cash
          Amount”) and (b) 689,996 shares of the Company’s common stock, $1.00 par value
          per share (the “Exchange Shares”), pursuant to Section 3(a)(9) of the Securities
          Act of 1933, as amended (the “Act”) (collectively, the “Exchange”) and the
          Company also wishes to effectuate the Exchange.

         

         

        C.     In
          consideration of the premises and the mutual covenants and undertakings
          set
          forth herein, and for other good and valuable consideration, the receipt
          and
          sufficiency of which is hereby acknowledged, the parties hereby agree as
          follows:

         

        AGREEMENT

         

        1.     On
          the
          Closing Date, Company will issue and deliver (or cause to be issued and
          delivered) (i) the Exchange Shares to the Holder, or in the name of a custodian
          or nominee of the Holder, as specified in Section 2 or as otherwise requested
          by
          the Holder in writing and (ii) the Cash Amount as specified in Section
          2 or as
          otherwise requested by the Holder in writing in exchange for the Holder’s
          transfer and delivery of the Exchange Securities and only the Exchange
          Securities.

         

        2.     The
          closing of the Exchange shall occur on May 26, 2006, or as soon thereafter
          as
          the parties may mutually agree in writing (the “Closing Date”). 

         

         

        The
          Exchange Shares shall not bear any restrictive legend and shall be delivered
          to:

        
           

          
            
              	 	Recipient:	Credit
                      Suisse 
	 	DTC
                      Number:	355
	 	Internal
                      Account #:	2M8M80
	 	Contact
                      information:	Tak
                      Mak (212) 325-3515


            

             

          

        

         

        
          
            
              


            

             

          

          
             

            
              

            

          

          
             

            
            

          

        



         

        The
          Cash
          Amount received by the Holder shall be delivered pursuant to the following
          wire
          instructions:

         

        
          
             

            
              
                	 	Bank
                        Name:	Citibank,
                        N.A.
	 	ABA/Routing
                        No.:	021
                        000 089
	 	Account
                        Name:	Credit
                        Suisse Securities (USA) LLC
	 	Account
                        No.:	092-53506


              

               

            

          

        

        The
          Exchange Securities received by the Company shall be delivered by the Holder
          for
          the benefit of the Company through the facilities of The Depository Trust
          Company.

         

         

        3.     Holder
          represents and warrants to the Company that (a) Holder conveys to the Company
          hereunder good title to the Exchange Securities, free and clear of all
          liens,
          claims and encumbrances, (b) Holder is not at present, and has not been
          during
          the preceding three months, an “affiliate” of the Company as that term is
          defined in paragraph (a)(1) of Rule 144 pursuant to the Act, and (c) Holder
          has
          not, during the five business days preceding and including the date hereof,
          bought, sold or traded in any way, the Exchange Securities or any shares
          of the
          Company's common stock, $1.00 par value per share, in Holders’ own account or
          the accounts of its affiliates, other than as required by the Holder’s standard
          delta hedging models.

         

         

        4.     The
          Company hereby represents that (a) it is a corporation duly organized and
          validly existing under the laws of the State of Michigan; (b) it has all
          of the
          corporate power and corporate authority necessary to enter into this transaction
          and to consummate the transaction contemplated hereunder; (c) it has taken
          all
          corporate action as may be necessary to authorize the execution and delivery
          of
          this agreement and the consummation of the transaction contemplated by
          this
          agreement and the performance of its obligations hereunder; (d) this agreement
          is an obligation enforceable in accordance with its terms; (e) neither
          the
          execution and delivery hereof or the performance of its obligations hereunder
          will violate or contravene any applicable requirements of law or any of
          its
          charter, by-laws or material agreements; (f) the exchange and issuance
          of the
          Exchange Shares is exempt from the registration requirements of Section
          5 of the
          Act, in reliance upon Section 3(a)(9) thereof; (g) the Exchange Shares
          (x) will be duly authorized and validly issued, fully-paid, and
          non-assessable, and upon issuance will be listed on the New York Stock
          Exchange,
          and (y) have been reserved by the Company in a sufficient aggregate number
          in order to issue and deliver all such Exchange Shares on the Closing Date;
          and
          (h) the Exchange Shares will be unrestricted and freely tradable when issued
          in
          accordance with all the terms of this Agreement; and (i) the Company has
          not,
          during the six (6) months prior to the Closing Date, nor concurrently herewith,
          undertaken any other public or private offering of its securities that
          could
          reasonably be expected to jeopardize the exemption from registration of
          the
          Exchange afforded by Section 3(a)(9), including by reason of
          integration.

         

         

        5.     The
          parties hereby agree that the consideration paid by the Company for the
          exchange
          of the 23,475 Exchange Securities acquired by the Holder on November 21,
          2005,
          is deemed to be paid from the Cash Amount. 

         


        
          
            2

             

          

          
             

            
              

            

          

          
             

          

        


         

        6.     The
          Company confirms that it has paid no commission or other remuneration to
          any
          person in connection with the solicitation or effectuation of the Exchange.
          Holder confirms that the Company did not solicit the Exchange. Holder hereby
          acknowledges that the Exchange Shares are being issued without registration
          under the Securities Act of 1933, as amended, in reliance upon Section
          3(a)(9)
          thereof; the Company in turn acknowledges that Holder is entering into
          this
          transaction in reliance upon the Company’s representations with respect to the
          exemption from registration afforded by such provisions. 

         

         

        7.     The
          parties hereto agree that Company will provide to Holder at the closing
          of the
          Exchange a certificate executed by an authorized officer with actual knowledge
          of the representations, warranties and covenants contained herein, to the
          effect
          that (i) the representations and warranties made by the Company are true as
          of the Closing Date, and have remained true at all times from the Effective
          Date
          up through such time, and (ii) all covenants required under the Agreement
          have been performed by such party in all material respects. The representations
          and warranties of Company and Holder under this Agreement shall survive
          the
          closing of the Exchange.

         

         

        8.     The
          parties hereto agree to indemnify and hold harmless each other to the extent
          of
          any and all expenses, costs, and damages incurred by each such party (including,
          but not limited to, reasonable actual legal fees and expenses) as a result
          of
          any material breach by the other party of any of the representations and
          warranties and covenants contained herein.

         

         

        9.     This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York, without giving effect to the principles of conflicts
          of law
          thereof. The parties hereto consent and submit to the non-exclusive jurisdiction
          of the state and federal courts sitting in the City of New York, Borough
          of
          Manhattan, for the adjudication of any dispute arising in connection herewith
          or
          any transaction contemplated hereby or discussed herein. 

         

         

        


         


        
          
            
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        IN
          WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
          executed on its behalf as of the date first written above.

         

         

        
          	 	COMPANY:
                  SEMCO Energy, Inc.	 
	 	 	 
	 	/s/Michael
                  V. Palmeri	 
	 	
                  

                	 
	 	Name
                  of Authorized Signatory: Michael V. Palmeri	 
	 	Title
                  of Authorized Signatory: Senior Vice President, Chief Financial
                  Officer
                  and Treasurer	 
	 	 	 
	 	 	 
	 	 	 
	 	HOLDER:
                  Credit Suisse Securities (USA) LLC	 
	 	 	 
	 	/s/Steven
                  Winnert 	 
	 	
                  

                	 
	 	Name
                  of Authorized Signatory: Steven Winnert	 
	 	Title
                  of Authorized Signatory: Managing Director	 


        

         

        
 

         

         

        Troutman
          1463410v6