ex10-1.htm


    Exhibit 10.1



    THIRD
AMENDMENT TO CREDIT AGREEMENT

    


    THIS
THIRD AMENDMENT TO CREDIT AGREEMENT dated as of June 13, 2008 (this “Agreement”) is
entered into among Great Plains Energy Incorporated, a Missouri corporation (the
“Borrower”),
the Lenders party hereto and Bank of America, N.A., as Administrative
Agent.  All capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).

    


    RECITALS

    


    WHEREAS,
the Borrower, the Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent and
Bank of America, N.A., as Administrative Agent entered into that certain Credit
Agreement dated as of May 11, 2006 (as amended or modified from time to
time, the “Credit
Agreement”);

    


    WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement as set
forth below;

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Amendments.  The
Credit Agreement is hereby amended as follows:

    


    (a)           Section 1.1
of the Credit Agreement is hereby amended by inserting the following new
definitions therein in the appropriate alphabetical order:

    


    “2004
Aquila Credit Agreement” means that certain Revolving Credit Agreement, dated as
of September 20, 2004, among Aquila, as borrower, the lenders from time to
time party thereto, Credit Suisse First Boston, acting through its Cayman
Islands Branch, as administrative agent, joint lead arranger and sole
bookrunner, Citigroup Global Markets Inc., as joint lead arranger and
documentation agent, and Lehman Brothers Inc., as joint lead arranger and
syndication agent, as amended or otherwise modified from time to
time.

    


    “2005
Aquila Credit Agreement” means that certain Credit Agreement, dated as of
August 31, 2005, among Aquila, as borrower, the banks from time to time
party thereto and Union Bank of California, N.A., as administrative agent,
issuing bank and sole lead arranger, as amended or otherwise modified from time
to time.

    


    “2005
Aquila Loan Documents” means the 2005 Aquila Credit Agreement and the Loan
Documents (as defined in the 2005 Aquila Credit Agreement).

    


    “Third
Amendment Effective Date” means June 13, 2008.

    


    (b)           Section 6.12(xiv)
of the Credit Agreement is hereby amended in its entirety to read as
follows:

    
 

    
      “(xiv)  (a)
Liens on (including Liens arising out of the sale of) accounts receivable and/or
contracts which will give rise to accounts receivable of KCPL, Strategic Energy,
L.L.C. and, following the consummation of the Aquila Acquisition, Aquila and (b)
Liens on (including Liens arising out of the sale of) accounts
receivable


      
        

      


       

      and/or
contracts (other than those described in the foregoing clause (a)) which
will give rise to accounts receivable of the Borrower or any Subsidiary in an
aggregate amount not at any time exceeding $10,000,000.”



    (c)           Section 6.12(xix)
of the Credit Agreement is hereby amended in its entirety to read as
follows:

    


    “(xix)   Liens
on Property of (a) Strategic Energy, L.L.C. and its Subsidiaries securing
Indebtedness of Strategic Energy, L.L.C. under a credit facility providing for
revolving credit advances to Strategic Energy, L.L.C. in an aggregate amount not
exceeding $175,000,000 and (b) upon the consummation of the Aquila Acquisition,
Aquila and its Subsidiaries securing Indebtedness under the 2005 Aquila Loan
Documents and the continuation or replacement of such Liens in connection with
any refinancing or restructuring of the 2005 Aquila Credit Agreement; provided that (i) the
aggregate principal amount of any Indebtedness incurred under any such
refinancing or restructuring shall not exceed $300,000,000 and (ii) any such
refinancing or restructuring shall be on terms no more restrictive, as a whole,
than the terms of the 2005 Aquila Credit Agreement in effect on the Third
Amendment Effective Date.”

    


    (d)           The
proviso in Section 6.16 of the Credit Agreement is hereby amended to read
as follows:

     

    
            “provided, that (a)
the foregoing provisions of this Section 6.16
shall not prohibit the Borrower or any Significant Subsidiary from entering into
any debt instrument containing a total debt to capitalization covenant, (b)
Strategic Energy, L.L.C. may be a party to a credit agreement restricting its
ability to pay dividends to the Borrower if a breach of any financial covenant
in such agreement exists or would result from such payment so long as any such
financial covenant is customary for similarly-situated companies, and (c)
following the consummation of the Aquila Acquisition, Aquila may continue to be
a party to the 2004 Aquila Credit Agreement and the 2005 Aquila Credit
Agreement and any
refinancing or restructuring of the 2004 Aquila Credit Agreement and/or the 2005
Aquila Credit Agreement which, in each case, restrict Aquila’s ability to pay
dividends; provided
that (i) the aggregate principal amount of any Indebtedness incurred under any
such refinancing or restructuring of the 2005 Aquila Credit Agreement shall not
exceed $300,000,000 and (ii) any such refinancing or restructuring shall be on
terms no more restrictive, as a whole, than the terms of the 2004 Aquila Credit
Agreement or the 2005 Aquila Credit Agreement, as applicable, in each case, as
in effect on the Third Amendment Effective Date.”



    2.           Conditions
Precedent.  This Agreement shall be effective upon receipt by
the Administrative Agent of counterparts of this Agreement duly executed by the
Borrower, the Administrative Agent and the Required Lenders.

    


    3.           Miscellaneous.

    


    (a)           Except
as herein specifically agreed, the Credit Agreement, and the obligations of the
Borrower thereunder and under the other Loan Documents, are hereby ratified and
confirmed and shall remain in full force and effect according to their
terms.

     

    2

    


    
      

    

        (b)           The
Borrower hereby represents and warrants as follows:

    


    (i)           The
Borrower has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.

    


    (ii)           This
Agreement has been duly executed and delivered by the Borrower and constitutes
the Borrower’s legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors’ rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).

    


    (iii)           No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by the
Borrower of this Agreement.

    


    (c)           The
Borrower represents and warrants to the Lenders that (i) the representations and
warranties of the Borrower set forth in Article V of the Credit Agreement
are true and correct as of the date hereof with the same effect as if made on
and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event has
occurred and is continuing which constitutes a Default or an Unmatured
Default.

    


    (d)           This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.  Delivery of an executed counterpart of
this Agreement by telecopy shall be effective as an original and shall
constitute a representation that an executed original shall be
delivered.

    


    (e)           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

    


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    3


    
      

    

    


    Each of
the parties hereto has caused a counterpart of this Agreement to be duly
executed and delivered as of the date first above written.

    


    
      	
              BORROWER:

            	
              GREAT
      PLAINS ENERGY INCORPORATED

              A
      Missouri corporation

            
	 
      	
              By:

            	
              /s/
      Michael W. Cline

            
	 
      	
              Name:

            	
              Michael
      W. Cline

            
	 
      	
              Title:

            	
              Vice
      President – Investor Relations and Treasurer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              LENDERS:

            	
              BANK
      OF AMERICA, N.A.,

              Individually
      in its capacity as a Lender and its capacity as Administrative
      Agent

            
	 
      	
              By:

            	
              /s/
      Patrick N. Martin

            
	 
      	
              Name:

            	
              Patrick
      N. Martin

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              JPMORGAN
      CHASE BANK, N.A.

            
	 
      	
              By:

            	
              /s/
      Nancy R. Barwig

            
	 
      	
              Name:

            	
              Nancy
      R. Barwig

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              BNP
      PARIBAS

            	 
      
	 
      	
              By:

            	
              /s/
      Francis J. Delaney

            
	 
      	
              Name:

            	
              Francis
      J. Delaney

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /a/
      Ravina Advani

            
	 
      	
              Name:

            	
              Ravina
      Advani

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LIMITED, NEW YORK BRANCH

            
	 
      	
              By:

            	
              /s/
      Chi-Cheng Chen

            
	 
      	
              Name:

            	
              Chi-Cheng
      Chen

            
	 
      	
              Title

            	
              Authorized
      Signatory

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              WACHOVIA
      BANK

            
	 
      	
              By:

            	
              /s/
      Leanne S. Phillips

            
	 
      	
              Name:

            	
              Leanne
      S. Phillips

            
	 
      	
              Title:

            	
              Director

            
	
               

               
      

               

               

               

               

               

            	
               
      

               

               

               

               

               

            	
               
      

               

               

              
                THIRD
      AMENDMENT AGREEMENT

                GREAT
      PLAINS ENERGY INCORPORATED

              

               

            
	 
      

              
    	 
      

              
    	 
      

              
    
	 
      	
               

              BANK
      OF NEW YORK

            
	 
      	
              By:

            	
              /s/
      Richard A. Matthews

            
	 
      	
              Name:

            	
              Richard
      A. Matthews

            
	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              KEY
      BANK NATIONAL ASSOCIATION

            
	 
      	
              By:

            	
              /s/Keven
      D. Smith

            
	 
      	
              Name

            	
              Keven
      D. Smith

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              THE
      BANK OF NOVA SCOTIA

            
	 
      	
              By:

            	
              /s/
      Thane Rattew

            
	 
      	
              Name:

            	
              Thane
      Rattew

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              UMB
      BANK, N.A.

            	 
      
	 
      	
              By:

            	
              /s/
      Robert P. Elbert

            
	 
      	
              Name:

            	
              Robert
      P. Elbert

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              COMMERCE
      BANK, N.A.

            
	 
      	
              By:

            	
              /s/
      R. David Emley, Jr.

            
	 
      	
              Name:

            	
              R.
      David Emley, Jr.

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    


    


    


    
      
        
          
            


            


            THIRD
AMENDMENT AGREEMENT

            GREAT
PLAINS ENERGY INCORPORATED