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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. 15
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).
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1. Buyer public-utility company: See Amendment No. 10 as filed with the Securities
and Exchange Commission on September 28, 1994
Address: ("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 a Seventh Amendment thereto dated
as of August 27, 1998 and an Eighth Amendment
dated as of August 26, 1999 (the "Eighth
Amendment") (the "Contract") .
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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The term of the Contract (as amended by the
4. Term of Contract: Eighth Amendment) expires on August 25, 2000,
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.
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(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, a Sixth Amendment thereto dated
as of August 27, 1998 and a Seventh
Amendment thereto dated as of August 26,
1999 (such Seventh Amendment, the "364 Day
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.
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Date executed: September 10, 1999
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 10th day of September, 1999.
/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, 11, 12, 13 and 14 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 - EIGHTH AMENDMENT
The Eighth Amendment modified the term of the Contract as follows:
(i) The term of the Contract was extended to August 25,
2000 (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, 2003 (the "Outside
Expiration Date"), if the 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.
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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
(i) Seventh 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 24, 2000 (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.
(2) The Adjustable CD Rate is no longer available as an
alternative interest rate in the 346 Day Credit Agreement.
(ii) The Facility Fee payable on the last Business Day of March,
June, September and December in the year and on the Termination Date, 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 0.125% of the bank's Commitment; (ii) if the Rating Level is II, the
Facility Fee shall equal 0.15% of the Bank's Commitment; (iii) if the Rating
Level is III, the Facility Fee shall equal 0.25% of the Bank's Commitment; and
(iv) if the Rating Level is IV, the Facility Fee shall equal 0.425% of the
Bank's Commitment.
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(3) The Applicable Margin with respect to a Eurodollar Rate
Advance was amended as follows: (i) if the Rating Level (as defined in the 364
Day Credit Agreement) is I, the Applicable Margin shall equal 0.375%, (ii) if
the Rating Level is II, the Applicable Margin shall equal 0.475%, if the Rating
Level is III, the Applicable Margin shall equal 0.50%, and (iv) if the Rating
Level is IV, the Applicable Margin shall equal 0.825%; provided that the
Applicable Margin will increase by (A) 0.125% at any time the aggregate Advances
outstanding are equal to or greater than 33.33% but less than 66.66% of the
aggregate Commitments or (B) 0.25% at any time the aggregate Advances
outstanding are equal to or greater than 66.66% of the aggregate Commitments;
and provided further that during any period in which the Guarantor's Commercial
Paper (as defined in the 364 Day Credit Agreement) unsupported by letters of
credit or similar credit enhancement facilities is rated at or below A-2 by S&P
or at or below P-2 by Moody's or shall cease to be rated by either or both, the
Applicable Margin shall be 0.825% per annum.
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