ex10_1.htm


     

    Exhibit 10.1


    


     

    THE
EMPIRE DISTRICT ELECTRIC COMPANY

     

    $120,000,000

     

    Common
Stock

    (par
value $1.00 per share)

     

    AMENDMENT
NO. 1

     

    TO

     

    EQUITY
DISTRIBUTION AGREEMENT

     

    October
22, 2009

     

    UBS
Securities LLC

    299 Park
Avenue

    New York,
New York 10171-0026

     

    The
Empire District Electric Company, a Kansas corporation (the “Company”), and UBS
Securities LLC (the “Manager”), being
parties to the Equity Distribution Agreement dated February 25, 2009 (the “Original Agreement”),
now desire to, and hereby do, amend the Original Agreement as
follows:

     

    SECTION
1.  Amendments to Original
Agreement.

     

    (a) 
All references to $60,000,000 in the Original Agreement are hereby changed to
$120,000,000, except as set forth in Schedule D.

     

    (b) 
With respect to sales effected on or after the date hereof, the reference to
4.25% in Section 3(a)(iv) of the Original Agreement is hereby changed to
3.0%.

     

    (c) 
Schedule D to the Original Agreement is hereby deleted and replaced by Schedule
D attached hereto.

     

    SECTION
2.  Miscellaneous.

     

    Except
for the changes set forth in Section 1 above, the Original Agreement is in all
respects ratified and confirmed; the Original Agreement and this Amendment No. 1
shall effectively constitute one and the same agreement; and all references in
the Original Agreement to “this Agreement” shall be deemed to refer to the
Original Agreement as amended by this Amendment No. 1, unless the context
clearly requires otherwise.

     

    If the
foregoing correctly sets forth the understanding between the Company and the
Manager, please so indicate in the space provided below for that purpose,
whereupon this Amendment and your acceptance shall constitute a binding
agreement between the Company and the Manager.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

      	
              Very
      truly yours,

            
	 
      
	 
      
	
              THE
      EMPIRE DISTRICT ELECTRIC COMPANY

            
	
               

               

            
	
              By:  /s/ Gregory A. Knapp         

            
	
                     
      Name:  Gregory A. Knapp

            
	
                      Title:   
      Vice President – Finance and

            
	
                                 
       Chief Financial Officer

            


    

     

    ACCEPTED
as of the date

    first
above written

     

    
      	
              UBS
      SECURITIES LLC

            
	 
      	 
      
	 
      	 
      
	
              By:

            	/s/
      John T. Deignan      
	 
      	
              Name: 
      John T. Deignan

            
	 
      	
              Title:   
      Executive Director

            
	 
      	 
      


    

    


    
      	
              UBS
      SECURITIES LLC

            
	 
      	 
      
	 
      	 
      
	
              By:

            	/s/
      Justin Swartz        
	 
      	
              Name: 
      Justin Swartz

            
	 
      	
              Title:   
      Associate Director