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EXHIBIT 99.22
THIRD AMENDMENT TO
1988 AMENDED AND RESTATED LOAN AGREEMENT
THIRD AMENDMENT, dated as of August 28, 1997 (the "Third
Amendment") to the 1988 Amended and Restated Loan Agreement dated as of October
4, 1988, as amended by a First Amendment thereto dated as of February 1, 1990
and a Second Amendment thereto dated as of September 1, 1993 (as so amended,
the "Loan Agreement"), between RENAISSANCE ENERGY COMPANY, a Delaware
corporation (the "Fuel Company"), and THE DETROIT EDISON COMPANY, a Michigan
corporation (the "Utility").
W I T N E S S E T H:
WHEREAS, the Fuel Company is a party to (a) a 364 Day Credit
Agreement among the Fuel Company, the Utility, Barclays Bank PLC, New York
Branch, as agent (the "Agent") and the banks signatory thereto (the "Banks") as
amended by a First, Second, Third, Fourth and Fifth Amendment thereto (as so
amended, the "364 Day Credit Agreement"); and (b) a Multi-Year Credit Agreement
among the Fuel Company, the Utility, the Agent and the Banks, as amended by a
First, Second, Third, Fourth and Fifth Amendment thereto (as so amended, the
"Multi-Year Credit Agreement"; the 364 Day Credit Agreement and the Multi-Year
Credit Agreement, collectively, the Credit Agreement");
WHEREAS, the Utility has requested the Fuel Company to extend
the term of the Loan Agreement for an additional five years and the Fuel
Company has consented thereto.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Fuel Company and the Utility agree as
follows:
Section 1. Defined Terms. (a) All capitalized terms used
herein and not defined shall have the meanings ascribed to such terms in the
Loan Agreement.
Section 2. Term.
(a) Notwithstanding any other provision of the Loan
Agreement or any Utility Note issued thereunder, the Loan Agreement shall
terminate on August 27, 2003 (an "Outside Expiration Date") and all Utility
Notes outstanding on such date shall immediately become due and payable.
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(b) Not less than one year before the then current
Outside Expiration Date, the Utility shall have the right to request in writing
that the term of the Loan Agreement be extended beyond the then current Outside
Expiration Date. The Fuel Company shall respond in writing to any such request
for an extension within sixty days of the date of such request. If the Fuel
Company grants the request, the Outside Expiration Date then in effect shall be
the date which is the fifth anniversary of the date of such grant.
(c) Notwithstanding any other provision of the Loan
Agreement, loan proceeds shall be used by the Utility for current expenses.
Section 3. Miscellaneous.
(a) Each Utility and Fuel Company hereby represents
and warrants as to itself that this Third Amendment has been duly authorized by
all necessary corporate action on its part and this Third Amendment has been
duly and validly executed and delivered by it and constitutes its respective
legal, valid and binding obligation, enforceable in accordance with the terms
of this Second Amendment.
(b) Except as amended hereby, the terms of the Loan
Agreement shall continue in full force and effect and is hereby ratified and
confirmed in all respects, as so amended.
(c) This Third Amendment shall be governed by and
construed in accordance with the laws of the State of New York without
reference to principles of conflicts of laws.
(d) This Third Amendment may be signed in any number
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument.
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IN WITNESS WHEREOF, the Utility and the Fuel Company have
caused this Third Amendment to be duly executed by their duly authorized
officers, all as of the day and year first above written.
RENAISSANCE ENERGY COMPANY
By:___________________________
Title: Vice President
THE DETROIT EDISON COMPANY
By:___________________________
Title:
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