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File No. 32-457
FORM U-7D
CERTIFICATE PURSUANT TO RULE 7(d) UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Amendment No. 14
The undersigned certifies that this certificate accurately
summarizes, as required in the instructions hereto, the information
requested as to the contract relating to nuclear fuel identified
herein and the transactions for the financing thereof. All capitalized
terms used herein and in Schedule A hereto shall have the meaning
assigned to them in the Credit Agreements (as hereinafter defined).
1. Buyer public-utility See Amendment No. 10 as filed
company: with the Securities and Exchange
Address: Commission on September 28, 1994
("Amendment No. 10").
2. Date: 1988 Amended and Restated
Nuclear Fuel Heat Purchase
Contract dated as of October 4,
1988; as amended by a First
Amendment thereto dated as of
February 1, 1990, a Second
Amendment thereto dated as of
September 1, 1993, a Third
Amendment thereto dated as of
August 31, 1994, a Fourth
Amendment thereto dated as of
March 8, 1996, a Fifth Amendment
thereto dated as of August 29,
1996, a Sixth Amendment thereto
dated as of August 28, 1997 (the
"Contract") and a Seventh
Amendment thereto dated as of
August 27, 1998 (the "Seventh
Amendment").
2a. Date facility was
placed in service: See Amendment No. 10.
3. Regulatory Authority
which has acted on
transaction: See Amendment No. 10.
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4. Term of Contract: The term of the Contract (as
amended by the Seventh
Amendment) expires on August 26,
1999, subject to renewal upon
the terms and conditions set
forth in Schedule A hereto.
5. Brief description of facility: See Amendment No. 10.
6. Manufacturer or
Supplier: See Amendment No. 10.
7. Cost of facility: See Amendment No. 10.
8. Basic Charges: See Amendment No. 10.
9. Holder of legal title
to facility: See Amendment No. 10.
10. Holders of beneficial
interests: See Amendment No. 10.
11. If part or all of the financing is supplied by a loan on which only
principal and interest is payable, state:
Amount borrowed: Up to $400,000,000.
Number of lenders: Barclays Bank PLC, New York
Branch, as agent and bank, and
eighteen (18)* other banks
signatories to the credit
agreements described in Schedule
A hereto. The purchase of the
nuclear fuel is also financed
through the issuance by
Renaissance Energy Company of
commercial paper notes in the
commercial paper market, such
that, at any one time, there
will be a variable number of
holders of Renaissance Energy
Company's commercial paper
notes.
Interest rate: Variable.*
Terms of repayment: Variable.*
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* See Schedule A hereto.
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Date executed: (a) $200,000,000 Multi-Year
Credit Agreement dated as of
September 1, 1993 (the "3 Year
Credit Agreement"), as amended
by a First Amendment thereto
dated as of August 31, 1994, a
Second Amendment thereto (in the
form of extension letters) dated
June 30, 1995, a Third Amendment
thereto dated as of March 8,
1996, a Fourth Amendment thereto
(the "4th Amendment") dated as
of September 1, 1996 and a Fifth
Amendment thereto dated as of
August 28, 1997 (such Fifth
Amendment, the "3 Year
Amendment"), among Renaissance
Energy Company, as Borrower, The
Detroit Edison Company, as
Guarantor, the Banks named
therein and Barclays Bank PLC,
New York Branch, as Agent. See
Schedule A. The Multi-Year
Credit Agreement was formerly
known as the 3 Year Credit
Agreement. The name was changed
pursuant to the 4th Amendment.
(b) $200,000,000 364-Day Credit
Agreement dated as of September
1, 1993 (the "364-Day Credit
Agreement"; the 3 Year Credit
Agreement and the 364 Day Credit
Agreement, collectively, the
"Credit Agreements"), as amended
by a First Amendment thereto
dated as of August 31, 1994, a
Second Amendment thereto (in the
form of extension letters) dated
June 30, 1995, a Third Amendment
thereto dated as of March 8,
1996, a Fourth Amendment thereto
dated as of August 29, 1996, a
Fifth Amendment thereto dated as
of August 28, 1997 and a Sixth
Amendment thereto dated as of
August 27, 1998 (such Sixth
Amendment, the "364 Day
Amendment"), among Renaissance
Energy Company, as Borrower, The
Detroit Edison Company, as
Guarantor, the Banks named
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therein, and Barclays Bank PLC,
New York Branch, as Agent. See
Schedule A.
Date executed: August 31, 1998
RENAISSANCE ENERGY COMPANY
By: /s/ Dwight Jenkins
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Dwight Jenkins
Vice President
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
The undersigned being duly sworn deposes and says that he, being duly
authorized, has executed the attached Certificate for and on behalf of
Renaissance Energy Company; that he is a Vice President of said corporation;
that he has read the foregoing Certificate and knows the contents thereof; and
that the facts therein stated are true to the best of his knowledge, information
and belief.
/s/ Dwight Jenkins
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Dwight Jenkins
Subscribed to and sworn to before
me this 31st day of August, 1998.
/s/ Mary L. Brady
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Notary Public
Notary Public, State of New York
No. 43-4771923
Qualified in Richmond County
Certificate Filed in New York County
Commission Expires May 31, 2000
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SCHEDULE A to
Amendment No. 14 to Form U-7D (the "Form U-7D Amendment")
SUMMARY OF TRANSACTION
The descriptions of (i) the Contract; (ii) the Credit Agreement and
(iii) the 1988 Amended and Restated Loan Agreement dated as of October 4, 1988,
as amended by a First Amendment and Second Amendment thereto dated as of
February 1, 1990 and September 1, 1993 (as so amended, the "Loan Agreement"), in
each case between the Fuel Company and Detroit Edison (as defined below), set
forth in Schedule A to Amendment Nos. 7, 8, 9, 10 and 11 and 12 to Form U-7D are
hereby incorporated by reference, subject to the amendments to the Contract and
the Credit Agreements set forth below.
Capitalized terms used in this Schedule without definition shall have
the meaning ascribed thereto in the Form U-7D Amendment to which this Schedule
is attached.
1. HEAT PURCHASE CONTRACT - SEVENTH AMENDMENT
The Seventh Amendment modified the term of the Contract as follows:
i. The term of the Contract was extended to August 26, 1999 (the
"Expiration Date").
ii. The Contract, as amended, gives Detroit Edison the right to renew
the Contract term, within 90 days prior to the then current Expiration Date, to
an expiration date (i) not later than September 1, 2002 (the "Outside Expiration
Date"), if the
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Michigan Public Service Commission (the "MPSC") has authorized the Contract; or
(ii) not later than the earlier to occur of the Outside Expiration Date and
twelve months from the then current Expiration Date, if the MPSC has not
authorized the Contract.
Except as specifically amended by the Seventh Amendment, the terms of
the Contract remain in full force and effect.
2. THE 364 DAY CREDIT AGREEMENT - SIXTH AMENDMENT
A. Sixth Amendment to the 364 Day Credit Agreement. The 364 Day
Amendment effected the following amendments to the 364 Day Credit Agreement: 1)
so long as the 364 Day Credit Agreement is not earlier terminated due to (a)
the occurrence and continuance of an Event of Default under the 364 Day Credit
Agreement or (b) the optional termination of the Commitments (as defined in the
364 Day Credit Agreement) by the Fuel Company, the term of the 364 Day
Agreement expires on August 26, 1999 (the "364 Day Termination Date"), unless
at least 30 days but not more than 60 days prior to the 364 Day Termination
Date then in effect, the Fuel Company requests a 364 day extension to such
Termination Date, and Detroit Edison, the Agent and the Majority Banks (as
defined in the 364 Day Credit Agreement) have consented thereto. In such event,
the 364 Day Termination Date shall be extended for an additional 364 days.
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2). The Facility Fee payable quarterly on the full amount of each
Bank's Commitment was amended as follows: (i) if the Rating Level (as defined in
the 364 Day Credit Agreement) is I, the Facility Fee shall equal 0.15% of the
bank's Commitment; (ii) if the Rating Level is II, the Facility Fee shall equal
0.15% of the Bank's Commitment; and (iii) if the Rating Level is III, the
Facility Fee shall equal 0.30% of the Bank's Commitment; provided however that
during any period in which the Guarantor's Senior Secured Indebtedness (as
defined in the 364 Day Credit Agreement) unsupported by letters of credit or
similar credit enhancement facilities is rated at or below BB+ by S&P or at or
below Ba-1 by Moody's or shall cease to be rated by either or both, the Facility
Fee shall be 0.425% per annum.
Except as specifically amended, as described above, the terms of the
364 Day Credit Agreement remain in full force and effect.
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