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EXHIBIT 10.3
REIMBURSEMENT AGREEMENT
AGREEMENT between CMS ENERGY CORPORATION ("CMS Energy") and CMS NOMECO OIL &
GAS CO. ("CMS NOMECO") dated as of December 9, 1994 relating to the
reimbursement of certain costs incurred by CMS Energy with respect to a letter
of credit provided for the benefit of CMS NOMECO.
1. CMS Energy has arranged for the issuance of a Standby Letter Credit in the
amount of $46,678,333 (or such lower amount as may be called for by the
agreement with the beneficiary) in favor of Banco Latino Americano de
Exportaciones S.A. to secure CMS NOMECO's performance under the Operating
Services Agreement with respect to the Colon Unit, Venezuela (the "Letter
of Credit").
2. In consideration for arranging the issuance of the Letter of Credit, CMS
NOMECO, together with its successors and assigns, hereby agrees:
(i) to reimburse CMS Energy on demand on and after each date on which a
draw has been made under the Letter of Credit a sum equal of the
amount of any such draw plus interest on such amount from the date of
such draw until repayment in full at a fluctuating interest rate per
annum equal to the rate of interest announced publicly by Union Bank
in Los Angeles, California as the Union Bank Reference Rate, and
(ii) to pay to CMS Energy quarterly, in arrears, a fee equal to 212.5 basis
points (2.125%) per annum multiplied by the average face amount of the
Letter of Credit for such quarter.
3. This Agreement embodies the entire agreement and understandings between CMS
Energy and CMS NOMECO (or any subsidiary to which the underlying interest
may be assigned) and supersedes all prior agreements and understandings
between CMS Energy and CMS NOMECO relating to the subject matter hereof.
4. This Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan.
IN WITNESS WHEREOF, CMS Energy and CMS NOMECO have executed this Agreement
as of the date first written above.
CMS ENERGY CORPORATION CMS NOMECO OIL & GAS CO.
By: /s/ X.X. XxXxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxx X. XxXxxx Xxxx X. Xxxxxx
Title: Vice President & Secretary Title: Vice President, Secretary & Treasurer
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