EXHIBIT
      10.1.41





December
      6, 2006








Strategic
      Energy, L.L.C.


Two
      Gateway Center


Pittsburgh,
      PA 15222-1458


Attn:
      Andrew Washburn, Chief Financial Officer





Re:
      Waiver and Amendment





Ladies
      and Gentlemen:





Reference
      is made to that certain Amended and Restated Credit Agreement, dated as of
      July
      2, 2004, among Strategic Energy, L.L.C. (the “ **Borrower** ”),
      LaSalle Bank National Association (“ **LaSalle** ”),
      as
      Administrative Agent (the “ **Administrative
      Agent** ”)
      and a
      Lender, PNC Bank, National Association, as Syndication Agent and a Lender,
      and
      such other Lenders a party thereto (collectively, the “ **Lenders** ”),
      as
      amended by that certain Amendment No. 1 to Amended and Restated Credit
      Agreement, December 20, 2005 (as such credit agreement was and may hereafter
      be
      amended, modified, supplemented, extended or restated, the “ **Credit
      Agreement** ”).
      Capitalized terms used and not defined herein shall have the meanings assigned
      to them in the Credit Agreement.




Waiver




Reference
      is hereby made to Section
      7.3(D)(vi) of the
      Credit Agreement, which provides that the Borrower or any of its Subsidiaries
      shall not directly or indirectly make or own any Investments consisting of
      loans
      to GPE or its Subsidiaries in an amount that exceeds $10,000,000 in the
      aggregate at any time outstanding. The Borrower has informed the Administrative
      Agent that on September 20, 2006 and continuing through the date hereof, it
      has
      advanced a loan to GPE that in an aggregate amount outstanding with other loans
      to GPE are in excess of $10,000,000 (but at no time exceeding $13,500,000).
      Based on the representations of the Borrower to the Administrative Agent
      regarding such loans and as otherwise set forth herein, Required Lenders hereby
      waive the violation of Section
      7.3(D)(vi) of the
      Credit Agreement for the period from September 20, 2006 through and including
      the effective date of this letter agreement.




Amendment




Upon
      the
      effectiveness of this letter agreement, as provided below, Section
      7.3(D)(vi) of the
      Credit Agreement is hereby amended and restated to read in its entirety as
      follows:




(vi)  Investments
      in an amount not to exceed $20,000,000 in the aggregate at any time outstanding
      consisting of loans to GPE or its Subsidiaries; and




Strategic
          Energy, L.L.C.
 December
          6, 2006


General







Except
      for the waiver and amendment expressly provided by this letter agreement, the
      terms and provisions of the Credit Agreement and the other Loan Documents are
      hereby ratified and confirmed and shall continue in full force and effect.
      By
      agreeing to this letter agreement as acknowledged below, each of the Borrower
      and the Guarantor hereby certifies and warrants to the Administrative Agent
      and
      the Lenders that, except as previously disclosed or supplemented in writing
      to
      the Administrative Agent, each of its representations and warranties contained
      in the Loan Documents to which it is a party are true and correct as of the
      effective date of this letter agreement, including that no Default or Event
      of
      Default exists, with the same effect as though made on such effective date
      (after giving effect to the waiver and amendment contained in this letter
      agreement and except to the extent any such representation or warranty is
      expressly stated to have been made as of a specific date, in which case such
      representation or warranty shall be true and correct as of such specified date).
      The waiver and amendment provided herein shall be effective only upon receipt
      by
      the Administrative Agent of an execution counterpart of this letter agreement
      signed by the Borrower and the Guarantor, the **** Administrative
      Agent and the Required Lenders; and is conditioned upon the correctness of
      all
      representations and warranties made by each of the Loan Parties. The waiver
      and
      amendment contained herein shall not constitute a course of dealing between
      any
      of the Borrower, the Guarantor, the Administrative Agent or any Lender. This
      letter agreement shall be governed by, construed and enforced in accordance
      with
      all provisions of the Credit Agreement and may be executed in multiple
      counterparts.














[remainder
      of page blank]


Strategic
          Energy, L.L.C.
 December
          6, 2006





Please
      evidence your acknowledgment of and agreement to the foregoing by executing
      this
      letter in the place indicated below.







Sincerely,







**LASALLE
      BANK NATIONAL ASSOCIATION,** as
      Administrative Agent and a Lender




By:
      /s/
      Zennie W. Lynch


Name:
      Zennie W. Lynch


Title:
      First Vice President











Acknowledged
      and agreed to:





**STRATEGIC
      ENERGY, L.L.C.,** as
      the
      Borrower





By:
      /s/
      Andrew J. Washburn


Name:  Andrew
      J. Washburn


Title:  Chief
      Financial Officer








**GREAT
      PLAINS ENERGY INCORPORATED,**


as
      the
      Guarantor





By:
      /s/
      Michael W. Cline


Name:  Michael
      W. Cline


Title:  Treasurer
      and Chief Risk Officer








[signatures
      continue on next page]


Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**First
      National Bank of Pennsylvania,** as
      a
      Lender





By:
      /s/
      Jeffrey A. Martin


Name:  Jeffrey
      A. Martin


Title:  Vice
      President





Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**Sky
      Bank,** as
      a
      Lender





By:
      /s/
      W. Christopher Kohler


Name:  W.
      Christopher Kohler


Title:  Vice
      President


Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**Fifth
      Third Bank,** as
      a
      Lender





By:
      /s/
      Jim Janovsky


Name:  Jim
      Janovsky


Title:  Vice
      President


Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**PNC
      Bank, National Association,** as
      a
      Lender





By:
      /s/
      Thomas A. Majeski


Name:  Thomas
      A.
      Majeski


Title:  Vice
      President





Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**National
      City Bank,** as
      a
      Lender





By:
      /s/
      Susan J. Dimmick


Name:  Susan
      J.
      Dimmick


Title:  Vice
      President


Strategic
          Energy, L.L.C.
 December
          6, 2006


[Signatures
      continued from previous page]








**Citizens
      Bank of Pennsylvania,** as
      a
      Lender





By:
      /s/
      Dwayne F. Finney


Name:  Jeffrey
      A. Martin


Title:  Senior
      Vice President