ex10-1_6.htm


    


    Exhibit
      10.1.6

    


    [On
      Black
      Hills Corporation Letterhead]

    


    October
      3, 2007

    


    Michael
      Chesser

    Chairman
      and Chief Executive Officer

    Great
      Plains Energy Incorporated

    1201
      Walnut Street

    Kansas
      City, Missouri 64106

    


    Richard
      C. Green

    Chairman,
      President and Chief Executive Officer

    Aquila,
      Inc.

    20
      West
      9th

    Kansas
      City, Missouri 64105

    


    Dear
      Mr.
      Chesser and Mr. Green:

     

    In
      connection with the Agreement and Plan of Merger, the Asset Purchase Agreement
      and the Partnership Interests Purchase Agreement, each dated as of February
      6,
      2007, by and among Aquila, Inc. and its wholly-owned subsidiary Aquila Colorado,
      LLC (together “Aquila”), Great Plains Energy Incorporated and its
      wholly-owned subsidiary, Gregory Acquisition Corp. (together “Great
      Plains”), and Black Hills Corporation (“Black Hills”), the parties,
      in an attempt to clarify certain issues that have arisen under such agreements,
      hereby agree as follows:

     

    
      	
              1)

            	
              With
                respect to the office building located at 1815 Capital Avenue, Omaha,
                Nebraska, upon closing of the transactions contemplated by the Asset
                Purchase Agreement, Aquila shall assign to Black Hills, and Black
                Hills
                shall assume, the Office Lease dated June 15, 1987, as amended, between
                Aquila and MZ Nebraska Partners, and any subleases relating to such
                leased
                office space, as a part of the Purchased Assets and Assumed Obligations
                (as those terms are defined in the Asset Purchase
                Agreement).  Aquila shall retain all of its equity interests in
                its subsidiary, UtilCo Group Inc., a general partner in MZ Nebraska
                Partners.

            


    

     

    
      	
              2)

            	
              With
                respect to an approximately fourteen mile long, 12” pipeline known as the
                “Linc Line” or “PNG pipeline,” which is an intrastate natural gas pipeline
                connecting from an interstate natural gas pipeline to the Lincoln,
                Nebraska gas distribution system, at the closing of the transactions
                contemplated by the Asset Purchase Agreement, Aquila shall cause
                its
                subsidiary that owns such pipeline to wind-up and dissolve, and Aquila
                shall assign to Black Hills all of its right, title and interest
                in and to
                the PNG pipeline and all related easements, rights-of-way, franchises
                and
                equipment as a part of the Purchased Assets and Assumed Obligations
                (as
                those terms are defined in the Asset Purchase
                Agreement).

            


    

     


    
      

    


    


     

    
      	
              3)

            	
              With
                respect to Natural/Peoples Limited Liability Company, a Wyoming limited
                liability company owning a compressed natural gas fueling station
                in
                Castle Rock, Colorado in which Aquila has a 50% interest, at the
                closing
                of the transactions contemplated by the Partnership Interests Purchase
                Agreement, Aquila shall cause such interest to be assigned as part
                of the
                Purchased Assets and Assumed Obligations (as those terms are defined
                in
                the Partnership Interests Purchase
                Agreement).

            


    

     

    
      	
              4)

            	
              With
                respect to approximately $2.8 million in insurance proceeds available
                to
                Aquila from AEGIS for the reimbursement of future costs of remediation
                of
                environmental impacts relating to certain manufactured gas plants
                currently or formerly owned by Aquila (or its predecessors in interest),
                including manufactured gas plant sites to be acquired by Black Hills
                and
                Great Plains, each of Black Hills and Great Plains hereby acknowledges
                receipt of a SEC 96-1 Estimated Costs of MGP Liability as of 12/31/06
                of
                Aquila (“MGP Spreadsheet”).  Based on the probable costs
                identified for each site listed in such MGP Spreadsheet, Aquila and
                Great
                Plains agree to maintain and make available $980,000 of such amount
                for
                reimbursement of remediation costs, if any, incurred by Black Hills
                after
                the date of closing of the Asset Purchase Agreement associated with
                the
                manufactured gas plants identified in the MGP Spreadsheet and located
                in
                Kansas or Iowa.  This amount would be reduced by any spending on
                the sites in these two states that is submitted to and paid by AEGIS
                prior
                to closing.   Any contributions from other potentially
                responsible parties received prior to the date of closing of the
                Asset
                Purchase Agreement for remediation costs for the manufactured gas
                plants
                identified in the MGP Spreadsheet shall be allocated to, and paid
                to,
                Black Hills, if located in Nebraska, Kansas or Iowa, and allocated
                to, and
                retained by, Aquila, if located in Missouri, upon the date of closing
                of
                the Asset Purchase Agreement.  Any contributions from other
                potentially responsible parties received after the date of closing
                of the
                Asset Purchase Agreement for the sites in Nebraska, Kansas or Iowa,
                shall
                be allocated to, and paid to, Black Hills, and for the sites in Missouri,
                shall be allocated to, and retained by,
                Aquila.

            


    

     

    
      	
              5)

            	
              With
                respect to certain software applications for which Aquila holds licenses
                from third parties, and without waiving or releasing any claims that
                any
                of the parties may have under the Asset Purchase Agreement or Partnership
                Interests Purchase Agreement, Black Hills, Aquila and Great Plains
                agree
                to work collaboratively to identify the software applications subject
                to
                licenses with third parties, and to use commercially reasonable efforts
                (which shall not, however, require Great Plains, Black Hills or Aquila
                to
                make any payments to licensors) to obtain the consent or approval
                of the
                licensors of such software applications toenable transfer at closing
                of
                the Asset Purchase Agreement of licenses from Aquila to Black Hills
                that
                are not contemplated to be utilized by Great Plains after the closing
                of
                the Asset Purchase
                Agreement.  

            


    

     

    *     *     *

     


    
      

    


    


     

    If
      the
      foregoing meets with your approval, please indicate your acceptance and
      agreement by signing and returning the accompanying copy of this
      letter.

     

    Very
      truly yours,

    


    


    BLACK
      HILLS CORPORATION 

    


    


    /s/
      Steven J. Helmers

    


    Steven
      J.
      Helmers

    



    
      

    


    Signature
      Page to October 3, 2007 Letter Agreement

    


    ACCEPTED
      AND AGREED:

    


    GREAT
      PLAINS ENERGY INCORPORATED

    


    
      
        	
                By:

              	
                /s/
                  Terry Bassham

              
	
                Name:

              	
                Terry
                  Bassham

              
	
                Title:

              	
                Executive
                  Vice President - Finance and Strategic Development and
                  CFO

              


      



    GREGORY
      ACQUISITION CORP.

     

    
      	
              By:

            	
              /s/
                Mark G. English

            
	
              Name:

            	
              Mark
                G. English

            
	
              Title:

            	
              Secretary
                and Treasurer

            


    

    


    AQUILA,
      INC.

    


    
      	
              By:

            	
              /s/
                Richard C. Green

            
	
              Name:

            	
              Richard
                C. Green

            
	
              Title:

            	
              Chairman
                and Chief Executive Officer

            




    AQUILA
      COLORADO, LLC

    


    
      	
              By:

            	
              /s/
                Mike Cole

            
	
              Name:

            	
              Mike
                Cole

            
	
              Title:

            	
              President