ex10_2-2.htm


    Exhibit
10.2.2

    Amendment
and Waiver

    Dated
as of September 25, 2009

    to

    Receivables
Sale Agreement

    Dated
as of July 1, 2005

     

    This Amendment and
Waiver (the “Amendment”), dated as of
September 25, 2009, is entered into among Kansas City Power & Light
Receivables Company (the “Seller”), Kansas City Power
& Light Company (the “Initial Collection Agent”),
Victory Receivables Corporation (the “Purchaser”), The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch (formerly known as The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch), as agent for the Purchaser (the “Agent”).

     

    Reference
is hereby made to that certain Receivables Sale Agreement, dated as of
July 1, 2005 (as amended, supplemented or otherwise modified through the
date hereof, the “Sale
Agreement”), among the Seller, the Initial Collection Agent, the
Purchaser and the Agent.  Terms used herein and not otherwise defined
herein which are defined in the Sale Agreement or the other Transaction
Documents as defined in the Sale Agreement shall have the same meaning herein as
defined therein.

     

    For good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     

    Section 1. The Seller and Initial
Collection Agent have requested that the Agent waive the fifteen day notice
requirement set forth in Section 5.1(g)(ii) of the Sale Agreement and the
Agent has agreed to do so.

     

    The
Seller and Initial Collection Agent acknowledge and agree that the foregoing
waiver is limited to the matters expressly set forth herein and the Seller and
Initial Collection Agent remain obligated to comply with all other terms and
conditions of the Sale Agreement (as amended hereby) and the other Transaction
Documents.  The Seller and Initial Collection Agent further
acknowledge and agree that neither the Purchaser nor the Agent shall not be
obligated in the future to waive any provision of the Sale Agreement or the
other Transaction Documents as a result of having provided the waiver contained
herein. 

     

    Section 2. Upon execution by the
parties hereto in the space provided for that purpose below, the Sale Agreement
shall be, and it hereby is, amended as follows:

     

    Exhibit D
to the Sale Agreement is hereby amended in its entirety and as so amended shall
read as set forth on Exhibit D attached hereto.

     

    Section 3. The Sale Agreement, as
amended and supplemented hereby or as contemplated herein, and all rights and
powers created thereby and thereunder or under the other Transaction Documents
and all other documents executed in connection therewith, are in all respects
ratified and confirmed.  From and after the date hereof, the Sale
Agreement shall be amended and supplemented as herein provided, and, except as
so amended and supplemented,

    
 

    
      
        

      



     

    the Sale
Agreement, each of the other Transaction Documents and all other documents
executed in connection therewith shall remain in full force and
effect.

     

    Section 4. This Amendment shall
become effective once the Agent receives executed counterparts
hereof.

     

    Section 5. This Amendment may be
executed in two or more counterparts, each of which shall constitute an original
but both or all of which, when taken together, shall constitute but one
instrument.

     

    Section 6. This Amendment shall be
governed by and construed in accordance with the internal laws of the State of
New York.

    
 

     

    -2-

    
      

    

    
 

     

    In Witness Whereof, the
parties have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date first above written.

     

    


     

    


     

    
      	
               
      

            	
              The Bank of
      Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the
      Agent

            


    

     

    
      	
               
      

            	
              By:  /s/
      Van Dusenbury

            


    

    
      	
               
      

            	
              Title:
      Senior Vice President

            


    

     

    
      	
               
      

            	
              Victory
      Receivables Corporation

            


    

     

    
      	
               
      

            	
              By:  /s/
      Frank B. Bilotta

            


    

    
      	
               
      

            	
              Title:  President

            


    

     

    
      	
               
      

            	
              Kansas
      City Power & Light Receivables
Company

            


    

     

    
      	
               
      

            	
              By:  /s/
      James P. Gilligan

            


    

    
      	
               
      

            	
              Title:  President

            


    

     

    
      	
               
      

            	
              Kansas
      City Power & light Company

            


    

     

    
      	
               
      

            	
              By:  /s/
      Michael W. Cline

            


    

    
      	
               
      

            	
              Title:  VP
      – Investor Relations &
Treasurer

            


    

    
 

     

     

     

    -3-

    
      

    

    
 

    Exhibit
D

    


    Addresses
and Names of Seller and Originator

     

    1.Locations.  (a) The
chief executive office of the Originator is located at the following
address:

     

    Kansas
City Power & Light Company

     

    1200 Main
Street

     

    Kansas
City, Missouri  64105

     

    No such
address was different at any time since September 21, 2009.

     

    (b)The chief executive office of the Seller
is:

     

    2215-B
Renaissance Drive

    Renaissance
Office Park

    Las
Vegas, Nevada 89119

     

    No such
address was different at any time since July 1, 2005.

     

    (c)The following are all the locations where the
Seller and the Originator directly or through its agents maintain any
Records:

     

    Same as
(a) above

     

    2.Names.  The
following is a list of all names (including trade names or similar appellations)
used by the Seller and the Originator or any of its divisions or other business
units that generate Receivables:

     

        KCPLRC

        KCREC

        KCPL

        KCP&L

        Kansas City
Power & Light

        Kansas City
Power & Light Company

        Kansas City
Power & Light Receivables Company