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Exhibit 4.14

EXECUTION VERSION  


$50,000,000

SEMCO ENERGY, INC.

73/4% Senior Notes due 2013

REGISTRATION RIGHTS AGREEMENT  


December 17,
2003 


Credit
Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629 


Dear
Sirs: 


        SEMCO
Energy, Inc., a Michigan corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the
"Initial Purchaser"), upon the terms set forth in a purchase agreement dated December 12, 2003 (the "Purchase
Agreement"), $50,000,000 aggregate principal amount of its 73/4% Senior Notes due 2013 (the "Initial
Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of May 15, 2003 (the "Indenture"),
between the Company and Fifth Third Bank, a Michigan banking corporation, as trustee (the "Trustee"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Indenture. As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser,
for the benefit of the Initial Purchaser and the holders of the Securities (as defined in Section 1 hereof) (collectively the "Holders"), as
follows: 


        1.    Registered Exchange Offer.    Unless not permitted by applicable law (after the Company and the Guarantors (as
defined in Section 9 hereof), if any, have complied with the ultimate paragraph of this Section 1), the Company and the Guarantors, if any, shall prepare and, not later than
90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchaser purchases the Initial Securities pursuant to the
Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate
form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued
under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "Exchange Securities").
The Company and the Guarantors, if any, shall use their respective reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act
within 180 days after the Closing Date (such 180th day being an "Effectiveness Deadline") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration Period"). The Initial Securities and the Exchange Securities are herein collectively called the
"Securities." 


        If
the Company commences the Registered Exchange Offer, the Company and the Guarantors, if any, shall use their respective reasonable best efforts to consummate the Registered Exchange
Offer no later than 30 business days (or longer, if required by the federal securities laws) after the date on which the Exchange Offer Registration Statement is declared effective (such 30th day
being the "Consummation Deadline"). 





 



        Following
the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors, if any, shall promptly commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Transfer Restricted Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United
States. 


        The
Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption
therefrom, (i) each Holder that is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market-making activities or other trading activities, for
Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on
the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of
such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchaser elects
to sell Securities acquired in exchange for Initial Securities constituting any portion of its unsold allotment, the Initial Purchaser is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 


        The
Company and the Guarantors, if any, shall use their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such
prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days and the date on which all
Exchanging Dealers and the Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company and the
Guarantors, if any, shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of
not less than 180 days after the consummation of the Registered Exchange Offer. 


        In
connection with the Registered Exchange Offer, the Company and the Guarantors, if any, shall: 



        (a)   mail
to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related
documents; 


        (b)   use
their respective reasonable best efforts to keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after
the date notice thereof is mailed to the Holders; 


        (c)   utilize
the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee; 


        (d)   permit
Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open by sending to the institution specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Transfer
Restricted 



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Securities
delivered for exchange and a statement that such Holder is withdrawing such Holder's election to have such Transfer Restricted Securities exchanged; and 


        (e)   otherwise
comply with all applicable laws. 




        As
soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors, if any, shall: 



        (x)   accept
for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the terms of the Registered Exchange Offer, including the letter of
transmittal which shall be an exhibit thereto; 


        (y)   deliver
to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 


        (z)   cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities, equal in principal amount to the Initial Securities
of such Holder so accepted for exchange. 




        The
Indenture provides that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture. The Indenture provides that all of the Securities will
vote and consent together on all matters as one class and that neither the Initial Securities nor the Exchange Securities will have the right to vote or consent as a class separate from one another on
any matter. 


        Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities. 


        Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer
(i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of
the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-
dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that
it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 


        Notwithstanding
any other provisions hereof, the Company and the Guarantors, if any, will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. 


        If
following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a
substantial 


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question
as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company and the Guarantors, if any, will seek a no-action letter or other favorable
decision from the Commission allowing the Company and the Guarantors, if any, to consummate the Registered Exchange Offer, unless the Company makes a good faith determination based on the advice of
counsel that such a request would be denied in light of publicly available no-action letters, in which case the Company shall proceed to file a Shelf Registration Statement pursuant
to the provisions of Section 2 hereof. In the event the Company seeks a no-action letter or other favorable decision from the Commission pursuant to the preceding sentence, the
Company and the Guarantors, if any, will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors, if any, will take all
such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic
conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has
concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff. 


        2.    Shelf Registration.    If, (i) the Company and the Guarantors, if any, are not required to file the
Exchange Offer Registration Statement; (ii) the Company and the Guarantors, if any, are not permitted to consummate the Registered Exchange Offer because the Registered Exchange Offer is not
permitted by applicable law or Commission policy; or (iii) any Holder of Transfer Restricted Securities notifies the Company prior to the 20thday following consummation of the
Registered Exchange Offer that (a) it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer; or (b) it may not resell the Exchange
Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by it; or (c) it is a broker-dealer and owns Initial Securities acquired directly from the Company or an affiliate of the Company (including the Initial Purchaser if
it holds Initial Securities acquired by it as part of its initial distribution), the Company and the Guarantors, if any, shall take the following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a "Trigger
Date"): 



        (a)   The
Company and the Guarantors, if any, shall use their respective reasonable best efforts to promptly (but in no event more than 45 days after the Trigger Date
(such 45th day being a "Filing Deadline")) file with the Commission and thereafter use their respective reasonable best efforts to cause to be declared
effective no later than 105 days after the Trigger Date (such 105th day being an "Effectiveness Deadline") a registration statement (the
"Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration
Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf
Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 


        (b)   The
Company and the Guarantors, if any, shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to
permit the prospectus included therein to be lawfully delivered by the Holders of the Transfer Restricted Securities, for a period of two years (or for such longer period if extended pursuant to
Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any 



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successor
rule thereof) (such period, the "Continuously Effective Period"). The Company and the Guarantors, if any, shall be deemed not to have used
their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Securities
covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided,
however, upon advising the Holders of the Transfer Restricted Securities and the Initial Purchaser, the Company may suspend the use of the prospectus included in the Shelf
Registration Statement in the event that and for a period of time not to exceed 45 consecutive days and no more than 90 days during any 365 day period in which such suspensions are in
effect (each such period, a "Suspension Period") if (i) an event or circumstance occurs and is continuing as a result of which the Shelf
Registration Statement, the related prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the good faith judgment of the
Company, contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading and (ii) (A) the Company determines in its good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations
or prospects of the Company and its subsidiaries, taken as a whole or (B) the disclosure otherwise relates to a material business transaction or development which has not been publicly
disclosed; provided further that upon the termination of such Suspension Period, the Company shall promptly advise the Initial Purchaser and each Holder
of Transfer Restricted Securities that such Suspension Period has been terminated; provided further that if the Shelf Registration Statement ceases to
be effective and/or the use of the related prospectus is suspended pursuant to this Section 2(b), the Continuously Effective Period shall be extended by the numbers of days such Suspension
Period continued. 


        (c)   Notwithstanding
any other provisions of this Agreement to the contrary, the Company and the Guarantors, if any, shall cause the Shelf Registration Statement and the
related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,
however, that clause (ii) shall not apply to any information relating to the Initial Purchaser or any Holder furnished to the Company in writing by the Initial Purchaser
or such Holder expressly for use in the Shelf Registration Statement. 




        3.    Registration Procedures.    In connection with any Shelf Registration contemplated by Section 2 hereof
and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 



        (a)   The
Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is
participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company and the Guarantors, if any, shall use their reasonable best efforts to reflect in each such document,
when so filed with the Commission, such comments as the Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer
Registration Statement and include the information set forth in Annex D hereto in 



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the
Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Initial Purchaser, include the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus
contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchaser, that shall contain a summary statement of the
positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by
the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchaser based upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders. 


        (b)   The
Company shall give written notice to the Initial Purchaser, the Holders of the Transfer Restricted Securities and any Participating Broker-Dealer from whom the
Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied
by an instruction to suspend the use of the prospectus until the requisite changes have been made): 



        (i)    when
the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective; 


        (ii)   of
any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 



        (iv)  of
the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and 


        (v)   of
the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the
prospectus, in light of the circumstances under which they were made) not misleading. 




        (c)   The
Company and the Guarantors, if any, shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Registration Statement. 


        (d)   The
Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference). 


        (e)   The
Company shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including financial statements 



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and
schedules, and, if the Initial Purchaser or any such Holder requests, all exhibits thereto (including those, if any, incorporated by reference). 



        (f)    The
Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and
any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Transfer Restricted Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration Statement. 


        (g)   The
Company shall deliver to the Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request. The Company and the Guarantors, if any, consent, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by the
Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and
sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. 


        (h)   Prior
to any public offering of the Securities pursuant to any Registration Statement the Company and the Guarantors, if any, shall use their reasonable best efforts to
register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and
sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things that may be
reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided,
however, that the Company and each of the Guarantors, if any, shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 


        (i)    The
Company shall reasonably cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities
to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may reasonably request a reasonable period of
time prior to sales of the Securities pursuant to such Registration Statement. 



        (j)    Upon
the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company and the
Guarantors, if any, are required to maintain an effective Registration Statement, other than during a Suspension Period, the Company and the Guarantors, if any, shall use their reasonable best efforts
to promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as
thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchaser, the Holders of the
Transfer Restricted Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the 



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prospectus
have been made, then the Initial Purchaser, the Holders of the Transfer Restricted Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period
of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above, if applicable,
shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchaser, the Holders of the Transfer Restricted
Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). 


        (k)   Not
later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities or the Exchange
Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities or the Exchange Securities, as the case may be, in a form eligible for deposit
with The Depository Trust Company. 


        (l)    The
Company and the Guarantors, if any, will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such
12-month period. 


        (m)  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 



        (n)   The
Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder
and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the
Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 


        (o)   The
Company and the Guarantors, if any, shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all
such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 


        (p)   In
the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Transfer Restricted Securities, any
underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Transfer Restricted Securities or
any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by such persons and (ii) cause the Company's
officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Transfer Restricted Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each case of (i) and (ii), as shall be reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering
shall be coordinated on behalf of the Initial Purchaser by Credit Suisse First 



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Boston
LLC and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; and provided further that as to any information
that is designated in writing by the Company, in good faith, as confidential at the time of delivery, such information shall be kept confidential by the Holder or by any such underwriter, attorney,
accountant or other agent. 


        (q)   In
the case of any Shelf Registration, the Company, if requested by any Holder of Transfer Restricted Securities covered thereby, shall cause (i) its counsel to
deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the
relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable
Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the
Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the
compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein, if any, and of the Indenture with the requirements of the Securities Act and the Trust
Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the
case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein, if any,
of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any
such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Securities Act or the Exchange Act); (ii) its officers to
execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities; and (iii) its independent public
accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of
the applicable Transfer Restricted Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with
primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 



        (r)   In
the case of the Registered Exchange Offer, if requested by the Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its
counsels to deliver to such Initial Purchaser or such Participating Broker-Dealer signed opinions in the forms set forth in Section 6(c),(d),(f),(g) and (h) of the Purchase Agreement
with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect
to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in form and
substance satisfactory to the Initial Purchaser, with appropriate date changes. 



        (s)   If
a Registered Exchange Offer is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the
Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the 



9





 




Initial
Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities; in no event shall the Initial Securities be marked as paid or otherwise
satisfied. 



10







  



        (t)    The
Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm
such ratings will apply to the Securities covered by a Registration Statement; or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration
Statement, or by the managing underwriters, if any. 


        (u)   In
the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Rules") of the National Association of Securities
Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including
Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such
Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made
through a placement or sales agent, to recommend the yield of such Securities; (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters
provided in Section 5 hereof; and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 



        (v)   The
Company and the Guarantors, if any, shall use their respective reasonable best efforts to take all other steps necessary to effect the registration of the Securities
covered by a Registration Statement contemplated hereby. 




        4.    Registration Expenses.    (a) All expenses incident to the Company's and the Guarantors, if any,
performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; 



        (i)    all
registration and filing fees and expenses; 


        (ii)   all
fees and expenses of compliance with federal securities and state "blue sky" or securities laws; 


        (iii)  all
expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; 


        (iv)  all
fees and disbursements of counsel for the Company and the Guarantors, if any; 



        (v)   all
application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and 


        (vi)  all
fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or
incident to such performance); 




provided, however, each Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Transfer Restricted Securities pursuant to the Shelf Registration Statement. 


11





 

The
Company and the Guarantors, if any, will bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company and the Guarantors, if any. 



        (b)   In
connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer
Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins LLP unless
another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 



        5.    Indemnification.    (a) The Company and the Guarantors, if any, agree to indemnify and hold harmless each
Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange
Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the "Indemnified Parties") from and
against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided,  however, that (i) the Company and the
Guarantors, if any, shall not be liable in any such case to the extent that such loss, claim, damage,
liability or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment
or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the
Company and the Guarantors, if any, by or on behalf of such Holder specifically for inclusion therein; and (ii) with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses, claims, damages, liabilities or actions purchased the Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage, liability or action of
such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person,
a copy of the final prospectus, as it may be amended or supplemented, if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer;  provided further, however, that this indemnity agreement will be in addition to any liability that the
Company and the Guarantors, if any, may otherwise have to such Indemnified Party. The Company and the Guarantors, if any, shall also indemnify underwriters, their officers and directors and each
person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders. 


12





 



        (b)   Each
Holder of the Securities, severally and not jointly, will indemnify and hold harmless (i) the Company and the Guarantors, if any, and each person, if any,
who controls the Company or the Guarantors, if any, within the meaning of the Securities Act or the Exchange Act, (ii) each of their respective directors and (iii) each of their
respective officers who signs a Registration Statement from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or the Guarantors, if any, or
any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company or the Guarantors, if any, by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this
clause, shall reimburse, as incurred, the Company and the Guarantors, if any, for any legal or other expenses reasonably incurred by the Company and the Guarantors, if any, or any such controlling
person, director or officer in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability
that such Holder may otherwise have to the Company or the Guarantors, if any, or any of their respective controlling persons, directors or officers. 


        (c)   Promptly
after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any
legal or other expenses, other than reasonable costs of investigation prior to assumption of defenses, subsequently incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 



        (d)   If
the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer; or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative 


13





 



benefits
referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Guarantors, if any, on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages, liabilities or
actions referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim that is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of
damages that such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company or the Guarantors, if any, within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution
as the Company and the Guarantors, if any. 


        (e)   The
agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 


        6.    Additional Interest Under Certain Circumstances.    (a) Additional interest (the
"Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses
(i) through (iv) below being herein called a "Registration Default"): 



	(i)
	any
Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;



	(ii)
	any
Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;



	(iii)
	the
Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or



	(iv)
	any
Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or
(B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either
(1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, other than during any Suspension Period, or (2) it shall be necessary
to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 



14





 





Each
of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or the
Guarantors, if any, or pursuant to operation of law or as a result of any action or inaction by the Commission. 



        Additional
Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, in an amount equal to $.05 per week per $1,000 principal amount of Transfer
Restricted Securities for the first 90-day period immediately following the occurrence of such Registration Default. The amount of Additional Interest shall increase by an additional $.05
per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount
of Additional Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. 



        (b)   A
Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration
Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the
related prospectus or (z) the need to comply with the Securities Act or the Exchange Act or the respective rules thereunder that would require an amendment to the Shelf Registration Statement
or a supplement to the related prospectus; and (ii) in the case of clauses (y) or (z), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such events or to comply; provided, however, that in any
case if such Registration Default occurs for a continuous period in excess of 30 days, other than with respect to a Suspension Period, Additional Interest shall be payable in accordance with
the above paragraph from the day such Registration Default occurs until such Registration Default is cured. The Company shall not be required to pay Additional Interest for more than one Registration
Default at any given time. 


        (c)   Any
amounts of Additional Interest due pursuant to Section 6(a) hereof will be payable in cash on the regular interest payment dates with respect to the
Securities. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in
the case of clause (a)(i) of this Section 6, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of clause (a)(ii) of this Section 6, (iii) upon consummation of the Registered Exchange Offer, in the case of clause (a)(iii) of this
Section 6, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (a)(iv) of this Section 6, the
Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clauses 6(a)(i), 6(a)(ii), 6(a)(iii) or 6(a)(iv), as applicable, shall cease and such
Registration Default shall be deemed to have been cured. For the avoidance of doubt, such cure shall only apply to such existing Registration Default and shall not be deemed to cure any Registration
Defaults arising thereafter. 


        (d)   "Transfer Restricted Securities" means each Security and the related Subsidiary Guarantees, if any, until (i) the
date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer; (ii) following the exchange
by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note and the related Subsidiary Guarantee, if any, is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such 


15





 



Security
has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such Security is distributed to
the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 


        7.    Rules 144 and 144A.    The Company and the Guarantors, if any, shall use their respective reasonable best
efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company or any of the Guarantors, if any, are not
required to file such reports, they will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A. The Company and each of the Guarantors, if any, covenants that they will take such further action as any Holder of Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). The Company and the Guarantors, if any, will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the
Company and the Guarantors, if any, by the Initial Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company and the Guarantors, if any, shall deliver to such Holder a
written statement as to whether they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company or the Guarantors, if
any, to register any of its securities pursuant to the Exchange Act. 


        8.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. 


        No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 



        9.    Future Subsidiary Guarantees.    If, prior to the Consummation of the Exchange Offer or prior to the
effectiveness of the Shelf Registration Statement, as the case may be, any subsidiary of the Company executes a Subsidiary Guarantee in accordance with the terms and provisions of the Indenture, the
Company shall cause such subsidiary to execute and deliver to the parties hereto a counterpart signature page to this Agreement, and such subsidiary shall be bound by all of the provisions of this
Agreement as a "Guarantor." 


        10.    Miscellaneous.    



        (a)    Remedies.    The Company and the Guarantors, if any, acknowledge and agree that any failure by the Company or
the Guarantors, if any, to comply with their respective obligations under Sections 1 and 2 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may
obtain such relief as may be required to specifically enforce the Company's and the Guarantors', if any, obligations under Sections 1 and 2 hereof. The Company and the Guarantors, if any, further
agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 



        (b)    No Inconsistent Agreements.    The Company and the Guarantors, if any, will not on or after the date of this
Agreement enter into any agreement with respect to their securities that is inconsistent 


16





 



with
the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's or the Guarantors', if any, securities under any agreement in effect on the date hereof. 


        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected
by such amendment, modification, supplement, waiver or consents. 


        (d)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, first-class mail, facsimile transmission, or air courier that guarantees overnight delivery: 



        (1)   if
to a Holder of the Securities, at the most current address given by such Holder to the Company. 


        (2)   if
to the Initial Purchaser: 




Credit
Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group 






        with
a copy to: 





Latham &
Watkins LLP

885 Third Avenue

New York, NY 10022

Fax No.: (212) 751-4864

Attention: Kirk A. Davenport, Esq. 





        (3)   if
to the Company or any of the Guarantors, if any: 




SEMCO
Energy, Inc.

28470 13 Mile Road, Suite 300

Farmington Hills, MI 48334

Fax No.: (248) 702-6306

Attention: Mark Prendeville, Esq. 






        with
a copy to: 





Gibson,
Dunn and Crutcher LLC

200 Park Avenue, 47th Floor

New York, NY 10166

Fax No.: (212) 351-5278

Attention: Steven Buffone, Esq. 






        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the
mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery. 


        (e)    Third Party Beneficiaries.    The Holders shall be third party beneficiaries to the agreements made hereunder
between the Company and the Guarantors, if any, on the one hand, and the Initial 


17





 

Purchaser,
on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. 


        (f)    Successors and Assigns.    This Agreement shall be binding upon the Company and the Guarantors, if any, and
their respective successors and assigns. 


        (g)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        (h)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 



        (j)    Severability.    If any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby. 


        (k)    Securities Held by the Company.    Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


        (l)    Submission to Jurisdiction.    The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in the City of New York in
any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 


18







   
        If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the Initial Purchaser and the Company and the Guarantors, if any, in accordance with its terms. 



	 	 	Very truly yours,
	 	 	SEMCO Energy, Inc.
	

 	
 	

By:	

/s/  MARK T. PRENDEVILLE      

	 	 	 	Name:	Mark T. Prendeville
	 	 	 	Title:	Vice-President & General Counsel





The
foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written. 


CREDIT SUISSE FIRST BOSTON LLC



	By:	/s/  JOSEPH E. REECE      
	 	 
	 	Name:	Joseph E. Reece	 	 
	 	Title:	Managing Director	 	 




19






   ANNEX A  


        Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and the Guarantors,
if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution." 


A-1






   ANNEX B  


        Each
broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." 


B-1






  



ANNEX C  


 
 

PLAN OF DISTRIBUTION    
    


        Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors,
if any, have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until                        , 2004, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.(1) 


        Neither
the Company nor the Guarantors, if any, will receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their
own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the
writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 



        For
a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that
requests such documents in the Letter of Transmittal. The Company and the Guarantors, if any, have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for
the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act. 




	(1)
	In
addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 


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   ANNEX D  


[    ]
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 



	 	 	Name:	 	 	 	 
	 	 	 	 	
	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	
	 	 





If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 


D-1












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