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EXHIBIT 99.14
[EXECUTION COPY]
FOURTH AMENDMENT
3-YEAR CREDIT AGREEMENT
FOURTH AMENDMENT (this "AMENDMENT"), dated as of September 1, 1996, to the
3-YEAR CREDIT AGREEMENT dated as of September 1, 1993, as amended by the First
Amendment, dated as of September 1, 1994, certain extension letters, each dated
June 30, 1995, and the Third Amendment, dated as of March 8, 1996, by and among
RENAISSANCE ENERGY COMPANY, a Delaware corporation (the "BORROWER"), THE
DETROIT EDISON COMPANY, a Michigan corporation (the "GUARANTOR"), the banks
referred to therein (the "BANKS"), and BARCLAYS BANK PLC, New York Branch, as
agent (the "AGENT") for the Banks (such Credit Agreement, as heretofore
amended, being hereinafter referred to as the "EXISTING CREDIT AGREEMENT", and,
as amended by this Amendment, as the "AMENDED CREDIT AGREEMENT" or the "CREDIT
AGREEMENT").
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantor, the Banks and the Agent have
previously entered into the Existing Credit Agreement; and
WHEREAS, the Borrower, the Guarantor, the Banks and the Agent now wish to
amend the Existing Credit Agreement to extend the Termination Date described
therein and to rename the Credit Agreement;
NOW THEREFORE, the Borrower, the Guarantor, the Banks and the Agent agree
as follows (capitalized terms used but not defined in this Amendment having the
meanings assigned them in the Existing Credit Agreement):
SECTION A) AMENDMENTS TO EXISTING CREDIT AGREEMENT. a) EXTENSION OF
TERMINATION DATE. Effective as of the date hereof, and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Termination Date is hereby extended to September 1, 2000.
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b) The Credit Agreement is hereby renamed the "MULTI-YEAR CREDIT
AGREEMENT". From and after the effective date of this Amendment, all references
to the "the 3-Year Credit Agreement" (or words of like import) contained in the
Financing Documents, any amendment thereto or any document delivered thereunder,
whether executed or delivered before or after the effective date of this
Amendment, shall be deemed to be references to the Multi-Year Credit Agreement,
except where (and then only to the extent that) to do so would adversely affect
the validity or effectiveness thereof.
SECTION 1. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date set forth above when, and only when, the Agent shall
have received (in sufficient copies for each Bank) the following:
a) Counterparts of this Amendment executed by the Borrower,
the Guarantor and all of the Banks.
b) Certified copies of the resolutions of the Board of Directors
of the Borrower authorizing this Amendment and of all documents evidencing
other necessary corporate action and governmental and regulatory approvals
required to be obtained by it in connection therewith, certified by the
Secretary or Assistant Secretary of the Borrower.
c) Certified copies of the resolutions of the Board of Directors
of the Guarantor authorizing this Amendment and of all documents evidencing
other necessary corporate action and governmental and regulatory approvals
required to be obtained by it in connection therewith, certified by the
Secretary or Assistant Secretary of the Guarantor.
d) A favorable opinion of counsel to the Borrower, to the effect
set forth in Annex I to this Amendment and as to such other matters
relating to the transactions contemplated hereby as any Bank through the
Agent may reasonably request.
e) A favorable opinion of the General Counsel of the Guarantor,
to the effect set forth in Annex II to this Amendment and as to such other
matters relating to the transactions contemplated hereby as any Bank
through the Agent may reasonably request.
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f) Evidence satisfactory to the Agent and its counsel that the
Guarantor has extended, through September 1, 1997, the Guarantee set forth
in Section 6.02 of the Existing Agreement.
g) Evidence that the "Expiration Date" of the Heat Purchase Contract
has been extended to August 28, 1997 and that the "Outside Expiration Date"
of the Heat Purchase Contract has been extended to September 1, 2000.
h) Such other instruments, opinions or documents as any Bank through
the Agent may reasonably request.
SECTION 2. Representations And Warranties. EACH OF THE BORROWER AND THE
GUARANTOR REPRESENTS AND WARRANTS, AS TO ITSELF ONLY, AS FOLLOWS:
(1) THE EXECUTION AND DELIVERY BY IT OF THIS AMENDMENT, AND THE
PERFORMANCE BY IT OF THE AMENDED CREDIT AGREEMENT AND THE OTHER FINANCING
DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN ITS CORPORATE POWERS, HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER SIMILAR ACTION, AND DO NOT
AND WILL NOT CONTRAVENE (1) ITS CHARTER OR BY-LAWS, AS THE CASE MAY BE, OR ANY
LAW OR LEGAL RESTRICTION (1)OR ANY CONTRACTUAL RESTRICTION BINDING ON OR
AFFECTING IT OR ITS PROPERTIES;
a) This Amendment has been duly executed and delivered by it, and, assuming
the due execution and delivery by the Banks pursuant to due authority of this
Amendment, this Amendment, the Amended Credit Agreement and the other Financing
Documents to which it is a party are its legal, valid and binding obligations,
enforceable against it in accordance with their respective terms; subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally;
b) No consent, license, order, authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the due execution and delivery by it of this Amendment;
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c) Its representations and warranties contained in Section 4.01 (in the
case of the Borrower) or Section 4.02 (in the case of the Guarantor) of the
Existing Credit Agreement are true and correct in all material respects on and
as of the date of this Amendment, as though made on and as of such date; and
d) No event in respect of it has occurred and is continuing, which
constitutes an Event of Default or a Default;
(a) In the case of the Guarantor: (a) the FERC Authorization is in
full force and effect, (a) although scheduled by its terms to expire on
December 31, 1996, the Guarantor intends to seek extension of the FERC
Authorization and (a) without regard to any extension thereof, the FERC
Authorization as presently in effect is sufficient to authorize: (a) the
creation, validity and performance of the Guarantee described in Section
6.01 of the Amended Credit Agreement in respect of each Advance made on or
prior to December 31, 1996 or any later date to which the FERC
Authorization may be extended, (a) the Guarantor to perform its
obligations under the Credit Agreement and the other Financing Documents
in respect of each such Advance and the corresponding Guarantee, (a) and
the Guarantor to extend through the Termination Date as extended hereby
the Guarantee set forth in Section 6.02 of the Credit Agreement and to
perform its obligations thereunder.
SECTION E) REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. e) Upon the
effectiveness of this Amendment in accordance with Section 2 hereof, on and
after the date hereof each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Credit Agreement, and each reference in the Notes and the other
Financing Documents to "the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Existing Credit Agreement, shall mean and be a
reference to the Amended Credit Agreement.
f) Except as specifically amended above, the Credit Agreement and all other
Financing Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.
g) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as
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a waiver of any right, power or remedy of any Bank or the Agent under any
of the Financing Documents, nor constitute a waiver of any provision of any
of the Financing Documents.
SECTION 3. COSTS AND EXPENSES. THE BORROWER AGREES TO PAY ON DEMAND ALL
REASONABLE COSTS AND EXPENSES OF THE AGENT IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION AND AMENDMENT OF THIS
AMENDMENT AND THE OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER,
INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES
OF COUNSEL FOR THE AGENT WITH RESPECT THERETO AND WITH RESPECT TO ADVISING THE
AGENT AND THE BANKS AS TO THEIR RESPECTIVE RIGHTS AND RESPONSIBILITIES
HEREUNDER AND THEREUNDER.
SECTION 4. EXECUTION IN COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO
BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE
SAME AGREEMENT.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written,
RENAISSANCE ENERGY COMPANY
By
Title:
THE DETROIT EDISON COMPANY,
as Guarantor
By
Title:
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ANNEX I
[SCOPE OF OPINION OF COUNSEL TO THE BORROWER]
The Opinion of Counsel to the Borrower referred to in Section 2(d) of this
Amendment shall re-affirm, as of the date of this Amendment, the opinions
expressed in the opinion of such counsel previously delivered pursuant to
Section 3.01(m) of the Existing Credit Agreement, except that, for purposes of
such re-affirmation, (i) the "Transaction Documents" shall be stated to include
this Amendment and (ii) references in such opinions to the "Credit Agreement"
shall be stated to refer to the Amended Credit Agreement.
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ANNEX II
[SCOPE OF OPINION OF COUNSEL TO THE GUARANTOR]
The Opinion of Counsel to the Guarantor referred to in Section 2(e) of this
Amendment shall be to the effect that:
(1) THE EXECUTION AND DELIVERY BY THE GUARANTOR OF THIS AMENDMENT, AND
THE PERFORMANCE BY THE GUARANTOR OF THE AMENDED CREDIT AGREEMENT AND THE
OTHER FINANCING DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN ITS CORPORATE
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER
SIMILAR ACTION, AND DO NOT AND WILL NOT CONTRAVENE (1) ITS CHARTER OR
BY-LAWS, AS THE CASE MAY BE, OR ANY LAW OR LEGAL RESTRICTION OR (1) ANY
CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING IT OR ITS PROPERTIES;
a) This Amendment has been duly executed and delivered by it, and,
assuming the due execution and delivery by the Banks pursuant to due
authority of this Amendment, this Amendment, the Amended Credit Agreement
and the other Financing Documents to which the Guarantor is a party are the
Guarantor's legal, valid and binding obligations, enforceable against the
Guarantor in accordance with their respective terms; subject to the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally;
b) No consent, license, order, authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution and delivery by the
Guarantor of this Amendment;
(a) (a) the FERC Authorization is in full force and effect, and
without regard to any extension thereof, the FERC Authorization as
presently in effect is sufficient to authorize: (a) the creation,
validity and performance of the Guarantee described in Section 6.01 of
the Amended Credit Agreement in respect of each Advance made on or prior
to December 31, 1996 or any later date to which the FERC Authorization
may be extended, (a) the Guarantor to perform its obligations under the
Credit Agreement and the other Financing Documents in respect of each
such Advance and the corresponding Guarantee, and (a) the Guarantor
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to extend through the Termination Date as extended by this Amendment the
Guarantee set forth in Section 6.02 of the Credit Agreement and to perform
its obligations thereunder;
AND such opinion of counsel to the Guarantor shall re-affirm, as of the date of
this Amendment, the opinions expressed in paragraphs 1, 4, 5 and 6 of the
opinion of such counsel previously delivered pursuant to Section 3.01(n) of the
Existing Credit Agreement.