Exhibit 10.1.v

           CREDIT AGREEMENT
		____________

     Dated as of October 3, 2001

                among

     GREAT PLAINS ENERGY INCORPORATED,

           CERTAIN LENDERS,

                 and

            BANK ONE, NA,
       as Administrative Agent

		____________


     BANC ONE CAPITAL MARKETS, INC.

   Lead Arranger and Sole Book Manager

<PAGE>

              TABLE OF CONTENTS                         Page

     ARTICLE I  DEFINITIONS                            Page 1

     ARTICLE II  THE CREDITS                           Page 12
               2.1. Commitment                         Page 12
               2.2. Required Payments; Termination     Page 12
               2.3. Ratable Loans                      Page 13
               2.4. Types of Advances                  Page 13
               2.5. Commitment Fee; Reductions in
                    Aggregate Commitment               Page 13
               2.6. Minimum Amount of Each
                    Eurodollar Advance                 Page 13
               2.7. Optional Principal Payments        Page 13
               2.7. Method of Selecting Types and
                    Interest Periods for New Advances  Page 13
               2.8. Conversion and Continuation
                    of Outstanding Advances            Page 14
               2.10. Changes in Interest Rate, etc.    Page 14
               2.11. Rates Applicable After Default    Page 15
               2.12. Method of Payment                 Page 15
               2.13. Noteless Agreement; Evidence
                    of Indebtedness                    Page 15
               2.14. Telephonic Notices                Page 16
               2.15. Interest Payment Dates; Interest
                    and Fee Basis                      Page 16
               2.16. Notification of Advances,
                    Interest Rates, Prepayments and
                    Commitment Reductions              Page 17
               2.17. Lending Installations             Page 17
               2.18. Non-Receipt of Funds by the
                    Administrative Agent               Page 17

     ARTICLE III  YIELD PROTECTION; TAXES              Page 18
               3.1. Yield Protection                   Page 18
               3.2. Changes in Capital Adequacy
                    Regulations                        Page 18
               3.3. Availability of Types of Advances  Page 19
               3.4. Funding Indemnification            Page 19
               3.5. Taxes                              Page 19
               3.6  Lender Statements;
                    Survival of Indemnity              Page 21

     ARTICLE IV  CONDITIONS PRECEDENT                  Page 22
               4.1. Initial Advance                    Page 22
               4.2. Each Advance                       Page 23

     ARTICLE V REPRESENTATIONS AND WARRANTIES          Page 23
               5.1. Existence and Standing             Page 23
               5.2. Authorization and Validity         Page 24
               5.3. No Conflict; Government Consent    Page 24
               5.4. Financial Statements               Page 24

					Page i

<PAGE>

               5.5. Material Adverse Change            Page 24
               5.6. Taxes                              Page 24
               5.7  Litigation and
                    Contingent Obligations             Page 25
               5.8. ERISA                              Page 25
               5.9. Accuracy of Information            Page 25
               5.10. Regulation U                      Page 25
               5.11. Material Agreements               Page 25
               5.12. Compliance With Laws              Page 26
               5.13. Ownership of Properties           Page 26
               5.14. Plan Assets; Prohibited
                    Transactions                       Page 26
               5.15. Environmental Matters.            Page 26
               5.16. Investment Company Act            Page 26
               5.17. Public Utility Holding
                     Company Act                       Page 26
               5.18. Pari Passu Indebtedness           Page 26
               5.19. Solvency                          Page 26

     ARTICLE VI COVENANTS                              Page 27
               6.1. Financial Reporting                Page 27
               6.2. Permits, Etc.                      Page 28
               6.3. Use of Proceeds                    Page 28
               6.4. Notice of Default                  Page 29
               6.5. Conduct of Business                Page 29
               6.6. Taxes                              Page 29
               6.7. Insurance                          Page 29
               6.8. Compliance with Laws               Page 29
               6.9. Maintenance of Properties;
                    Books of Record                    Page 29
               6.10. Inspection                        Page 30
               6.10. Consolidations, Mergers and
                     Sale of Assets                    Page 30
               6.12. Liens                             Page 31
               6.13. Affiliates                        Page 33
               6.14. ERISA                             Page 33
               6.15 Total Indebtedness to
                    Total Capitalization               Page 34
               6.16. Interest Coverage Ratio           Page 34

     ARTICLE VII  DEFAULTS                             Page 34

     ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND
               REMEDIES                                Page 36
               8.1. Acceleration                       Page 36
               8.2. Amendments                         Page 36
               8.3. Preservation of Rights             Page 37

     ARTICLE IX  GENERAL PROVISIONS                    Page 37

					Page ii

<PAGE>

               9.1. Survival of Representations        Page 37
               9.2. Governmental Regulation            Page 38
               9.3. Headings                           Page 38
               9.4. Entire Agreement                   Page 38
               9.5. Several Obligations; Benefits of
                    this Agreement                     Page 38
               9.6. Expenses; Indemnification          Page 38
               9.7. Numbers of Documents               Page 39
               9.8. Accounting                         Page 39
               9.9. Severability of Provisions         Page 39
               9.10. Nonliability of Lenders           Page 39
               9.11. Confidentiality                   Page 40
               9.12. Nonreliance                       Page 40

     ARTICLE X THE ADMINISTRATIVE AGENT                Page 40
               10.1. Appointment; Nature of
			   Relationship    			 Page 40
               10.2. Powers                            Page 40
               10.3. General Immunity                  Page 40
               10.4   No Responsibility for Loans,
                    Recitals, etc.                     Page 41
               10.5. Action on Instructions of
			  Lenders 					 Page 41
               10.6. Employment of Administrative
                    Agents and Counsel                 Page 41
               10.7. Reliance on Documents; Counsel    Page 42
                    Administrative Agent's
                    Reimbursement and Indemnification  Page 42
               10.9. Notice of Default                 Page 42
               10.10. Rights as a Lender               Page 42
               10.11. Lender Credit Decision           Page 43
               10.12. Successor Administrative Agent   Page 43
               10.13. Administrative Agent's Fee.      Page 44
               10.14. Delegation to Affiliates.        Page 44

     ARTICLE XI SETOFF; RATABLE PAYMENTS               Page 44
               11.1. Setoff                            Page 44
               11.2. Ratable Payments                  Page 44

     ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS;
               PARTICIPATIONS                          Page 45
               12.1. Successors and Assigns            Page 45
               12.2. Participations                    Page 45
                    12.2.1.   Permitted Participants;
                              Effect                   Page 45
                    12.2.2.   Voting Rights            Page 45
                    12.2.3.   Benefit of Setoff        Page 46
               12.3. Assignments                       Page 46
                    12.3.1.   Permitted Assignments    Page 46
                    12.3.2.   Effect; Effective Date   Page 46
               12.4. Dissemination of Information      Page 47

<PAGE>                        Page iii

               12.5. Tax Treatment                     Page 47

     ARTICLE XIII   NOTICES                            Page 47
               13.1. Notices                           Page 47
               13.2. Change of Address                 Page 48

     ARTICLE XIV  COUNTERPARTS                         Page 48

     ARTICLE XV  CHOICE OF LAW; CONSENT TO
               JURISDICTION; WAIVER OF
               JURY TRIAL                              Page 48
               15.1. CHOICE OF LAW                     Page 48
               15.2. CONSENT TO JURISDICTION           Page 48
               15.3. WAIVER OF JURY TRIAL              Page 49

PRICING SCHEDULE
SCHEDULE I (COMMITMENTS)
SCHEDULE 6.12 (LIENS)
SCHEDULE 6.17 (AGREEMENTS RESTRICTING SUBSIDIARY DIVIDENDS)


EXHIBIT A      FORM OF OPINION
EXHIBIT B      FORM OF COMPLIANCE CERTIFICATE
EXHIBIT C      FORM OF ASSIGNMENT AGREEMENT
EXHIBIT D      FORM OF LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
EXHIBIT E      FORM OF NOTE


<PAGE>

                         CREDIT AGREEMENT

     This Agreement dated as of October 3, 2001 is among Great
Plains Energy Incorporated, a Missouri corporation, the Lenders
and Bank One, NA, as Administrative Agent.  The parties hereto
agree as follows:


                             ARTICLE I

                            DEFINITIONS


     As used in this Agreement:

     "Administrative Agent" means Bank One, NA  in its capacity as
contractual representative of the Lenders pursuant to Article X,
and not in its individual capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article X.

     "Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate amount of the
several Loans made on the same Borrowing Date (or date of
conversion or continuation) by the Lenders to the Borrower of the
same Type and, in the case of Eurodollar Advances, for the same
Interest Period.

     "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with
such Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by"
and "under common control with") shall mean the possession,
directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether
through the ownership of voting securities or by contract or
otherwise.

     "Aggregate Commitment" means the aggregate of the Commitments
of all the Lenders, as reduced from time to time pursuant to the
terms hereof.

     "Agreement" means this credit agreement, as it may be amended
or modified and in effect from time to time.

     "Alternate Base Rate" means, for any day, a rate of interest
per annum equal to the higher of (i) the Prime Rate for such day
and (ii) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum.

     "Applicable Fee Rate" means, at any time, the percentage rate
per annum at which commitment fees are accruing on the unused
portion of the Aggregate Commitment at such time as set forth in
the Pricing Schedule.

<PAGE>

     "Applicable Margin" means, with respect to Advances of any
Type at any time, the percentage rate per annum which is
applicable at such time with respect to Advances of such Type as
set forth in the Pricing Schedule.

     "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

     "Article" means an article of this Agreement unless another
document is specifically referenced.

     "Attributable Indebtedness" means, on any date, (a) in
respect of any Capitalized Lease Obligation of any Person, the
capitalized amount thereof that would appear on a balance sheet of
such Person prepared as of such date in accordance with GAAP, and
(b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of such Person prepared as of
such date in accordance with GAAP if such lease were accounted for
as a Capitalized Lease.

     "Authorized Officer" means any of the President, any Vice
President, the chief financial officer or the Treasurer of the
Borrower, in each case acting singly.

     "Bank One" means Bank One, NA in its individual capacity, and
its successors.

     "Borrower" means Great Plains Energy Incorporated, a Missouri
corporation, and its successors and assigns.

     "Borrowing Date" means a date on which an Advance is made
hereunder.

     "Borrowing Notice" is defined in Section 2.8.

     "Business Day" means (i) with respect to any borrowing,
payment or rate selection of Eurodollar Advances, a day (other
than a Saturday or Sunday) on which banks generally are open in
Chicago and New York for the conduct of substantially all of their
commercial lending activities and on which dealings in United
States dollars are carried on in the London interbank market and
(ii) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago for the
conduct of substantially all of their commercial lending
activities.

     "Capitalized Lease" of a Person means any lease of Property
by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.

     "Capitalized Lease Obligations" of a Person means the amount
of the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.

					Page 2

<PAGE>

     "Change of Control" means an event or series of events by
which:

     (i)  any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
but excluding any employee benefit plan of the Borrower or its
Subsidiaries, or any Person acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan)
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-
5 under the Securities Exchange Act of 1934, directly or
indirectly, of 33 1/3% or more of the equity interests of the
Borrower; or

     (ii)      during any period of 12 consecutive months (or such
lesser period of time as shall have elapsed since the formation of
the Borrower), a majority of the members of the board of directors
or other equivalent governing body of the Borrower ceases to be
composed of individuals (x) who were members of that board or
equivalent governing body on the first day of such period, (y)
whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (x) above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (z) whose
election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (x) and
(y) above constituting a the time of such election or nomination
at least a majority of that board or equivalent governing body.

     "Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

     "Commitment" means, for each Lender, the obligation of such
Lender to make Loans not exceeding the amount set forth on
Schedule I hereto or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to
Section 12.3.2, as such amount may be modified from time to time
pursuant to the terms hereof.

     "Consolidated EBITDA" means, for any period, for the Borrower
and its Consolidated Subsidiaries, an amount equal to the result
of (i) Consolidated Net Income plus (ii) Consolidated Interest
Charges plus (iii) the amount of taxes, based on or measured by
income, used or included in the determination of such Consolidated
Net Income plus (iv) the amount of depreciation and amortization
expense deducted in determining such Consolidated Net Income plus
(v) all other non-cash items that reduce Consolidated Net Income
for such period minus (vi) all non-cash items that increase
Consolidated Net Income for such period.

     "Consolidated Interest Charges" means, for the Borrower and
its Consolidated Subsidiaries for any period, the sum of (i) all
interest, premium payments, fees, charges and related expenses of
the Borrower and its Consolidated Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, and (ii) the
portion of rent expense of the Borrower and its Consolidated
Subsidiaries with respect to such period under capital leases that
is treated as interest in accordance with GAAP. It is understood
and agreed that Consolidated Interest Charges shall not include
any obligations of the Borrower or

				Page 3

<PAGE>

any Consolidated Subsidiary with respect to subordinated,
deferrable interest debt securities, and any related securities
issued by a trust or other special purpose entity in connection
therewith.

     "Consolidated Net Income" means, for any period, for the
Borrower and its Consolidated Subsidiaries, the net income of the
Borrower and its Consolidated Subsidiaries from continuing
operations, excluding extraordinary items for that period.

     "Consolidated Net Worth" means, as to the Borrower, (a) the
consolidated total assets appearing on the most recently prepared
consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, as of the end of the most recent fiscal quarter for
which such balance sheet is available, less (b) all consolidated
total liabilities as shown on such balance sheet in accordance
with GAAP.

     "Consolidated Subsidiaries" means, as to any Person, each
Subsidiary of such Person (whether now existing or hereafter
created or acquired) the financial statements of which shall be
(or should have been) consolidated with the financial statements
of such Person in accordance with GAAP.

     "Consolidated Tangible Net Worth" means, as of any date of
determination, for the Borrower and its Consolidated Subsidiaries,
Shareholders' Equity of the Borrower and its Consolidated
Subsidiaries on that date minus the Intangible Assets of the
Borrower and its Consolidated Subsidiaries on that date.

     "Contingent Obligation" of a Person means any agreement,
undertaking or arrangement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any
creditor of such other Person against loss.

     "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or
businesses (whether or not incorporated) under common control
which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

     "Conversion/Continuation Notice" is defined in Section 2.9.

     "Default" means an event described in Article VII.

     "DTI" means DTI Holdings, Inc.

     "DTI Company" means any of DTI and any of its Subsidiaries.

					Page 4

<PAGE>

     "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, plans, injunctions,
permits, concessions, grants, franchises, licenses, agreements and
other governmental restrictions relating to (i) the protection of
the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water,
ground water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any rule or regulation
issued thereunder.

     "Eurodollar Advance" means an Advance which bears interest at
the applicable Eurodollar Rate.

     "Eurodollar Base Rate" means, with respect to a Eurodollar
Advance for the relevant Interest Period, the rate determined by
the Administrative Agent to be the rate at which Bank One offers
to place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period,
in the approximate amount of Bank One's relevant Eurodollar Loan
and having a maturity approximately equal to such Interest Period.

     "Eurodollar Loan" means a Loan which bears interest at the
applicable Eurodollar Rate.

     "Eurodollar Rate" means, with respect to a Eurodollar Advance
or Eurodollar Loan for the relevant Interest Period, the sum of
(i) the quotient of (a) the Eurodollar Base Rate applicable to
such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest
Period, plus (ii) the Applicable Margin.  The Eurodollar Rate
shall be rounded to the next higher multiple of 1/16 of 1% if the
rate is not such a multiple.

     "Excluded Taxes" means, in the case of each Lender or
applicable Lending Installation and the Administrative Agent,
taxes imposed on its overall net income, and franchise taxes
imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Administrative Agent is incorporated or
organized or (ii) the jurisdiction in which the Administrative
Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

     "Exhibit" refers to an exhibit to this Agreement, unless
another document is specifically referenced.

     "Facility Termination Date" means February 28, 2002 or any
earlier date on which the Aggregate Commitment is reduced to zero
or otherwise terminated pursuant to the terms hereof.

					Page 5

<PAGE>

     "Federal Funds Effective Rate" means, for any day, an
interest rate per annum equal to the weighted average of the rates
on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations at
approximately 10:00 a.m. (Chicago time) on such day on such
transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

     "Floating Rate" means, for any day, a rate per annum equal to
the sum of (i) the Alternate Base Rate for such day plus (ii) the
Applicable Margin, in each case changing when and as the Alternate
Base Rate changes.

     "Floating Rate Advance" means an Advance which bears interest
at the Floating Rate.

     "Floating Rate Loan" means a Loan which bears interest at the
Floating Rate.

     "GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of
Certified Public Accountants and statements of the Financial
Accounting Standards Board.

     "Indebtedness" means, as to any Person at a particular time,
all of the following, without duplication, to the extent recourse
may be had to the assets or properties of such Person in respect
thereof: (i) all obligations of such Person for borrowed money and
all obligations of such Person evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; (ii) any
direct or contingent obligations of such Person in the aggregate
in excess of $2,000,000 arising under letters of credit (including
standby and commercial), banker's acceptances, bank guaranties,
surety bonds and similar instruments; (iii) net obligations of
such Person under Swap Contracts; (iv) all obligations of such
Person to pay the deferred purchase price of property or services
(except trade accounts payable arising, and accrued expenses
incurred, in the ordinary course of business), and indebtedness
(excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse; (v) Capitalized
Lease Obligations and Synthetic Lease Obligations of such Person;
and (vi) all Contingent Obligations of such Person in respect of
any of the foregoing.

     For all purposes hereof, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, unless
such Indebtedness is non-recourse to such Person.  It is
understood and agreed that Indebtedness (including Contingent
Obligations) shall not include any obligations of the Borrower
with respect to subordinated, deferrable interest debt securities,
and any related securities issued by a trust or other special
purpose entity in connection therewith, as long as the maturity
date of such debt is subsequent to the scheduled Facility
Termination Date; PROVIEDED

					Page 6

<PAGE>

that the amount of mandatory principal amortization or defeasance
of such debt prior to the scheduled Facility Termination Date
shall be included in this definition of Indebtedness.  The amount
of any Capitalized Lease Obligation or Synthetic Lease Obligation
as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

     "Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period
of the four prior fiscal quarters ending on such date to (b)
Consolidated Interest Charges during such period.

     "Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two, three or six months commencing on a
Business Day selected by the Borrower pursuant to this Agreement.
Such Interest Period shall end on the day which corresponds
numerically to such date one, two, three or six months thereafter;
provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding
month, such Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month.  If an
Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next
succeeding Business Day; provided, however, that if said next
succeeding Business Day falls in a new calendar month, such
Interest Period shall end on the immediately preceding Business
Day.

     "KCPL" means Kansas City Power & Light Company, a Missouri
corporation.

     "Lenders" means the lending institutions listed on the
signature pages of this Agreement and their respective successors
and assigns.

     "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate
of such Lender or the Administrative Agent listed on the signature
pages hereof or on a Schedule or otherwise selected by such Lender
or the Administrative Agent pursuant to Section 2.17.

     "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or
preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

     "Loan" means, with respect to a Lender, such Lender's loan
made pursuant to Article II (or any conversion or continuation
thereof).

     "Loan Documents" means this Agreement and each Note issued
pursuant to Section 2.13.

     "Material Adverse Effect" means a material adverse effect on
(i) the business, Property, condition (financial or otherwise),
results of operations, or prospects of the Borrower and its
Subsidiaries taken as a whole, (ii) the ability of the Borrower to
perform its obligations under the

					Page 7

<PAGE>

Loan Documents or (iii) the validity or enforceability of any of
the Loan Documents or the rights or remedies of the Administrative
Agent or the Lenders thereunder; provided that a material adverse
effect on the business, Property, condition (financial or
otherwise), results of operations, or prospects of any DTI Company
will not be deemed to constitute a Material Adverse Effect under
CLAUSE (i).

     "Material Indebtedness" is defined in Section 7.5.

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer Plan" means a Plan maintained pursuant to a
collective bargaining agreement or any other arrangement to which
the Borrower or any member of the Controlled Group is a party to
which more than one employer is obligated to make contributions.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Note" is defined in Section 2.13.

     "Notice of Assignment" is defined in Section 12.3.2.

     "Obligations" means all unpaid principal of and accrued and
unpaid interest on the Loans, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Administrative Agent
or any indemnified party arising under the Loan Documents.

     "Other Taxes" is defined in Section 3.5(ii).

     "Participants" is defined in Section 12.2.1.

     "Payment Date" means the last Business Day of each March,
June, September and December.

     "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

     "Person" means any natural person, corporation, firm, joint
venture, partnership, limited liability company, association,
enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or
instrumentality thereof.

     "Plan" means an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code as to which the Borrower
or any member of the Controlled Group may have any liability.

     "Pricing Schedule" means the Schedule attached hereto
identified as such.

					Page 8

<PAGE>

     "Prime Rate" means a rate per annum equal to the prime rate
of interest announced by Bank One or its parent from time to time
(which is not necessarily the lowest rate charged to any
customer), changing when and as said prime rate changes.

     "Project Finance Subsidiary" means any Subsidiary that meets
the following requirements: (i) it is primarily engaged, directly
or indirectly, in the ownership, operation and/or financing of
independent power production and related facilities and assets;
and (ii) neither the Borrower nor any other Subsidiary (other than
another Project Finance Subsidiary) has any liability, contingent
or otherwise, for the Indebtedness or other obligations of such
Subsidiary (other than non-recourse liability resulting from the
pledge of stock of such Subsidiary).

     "Property" of a Person means any and all property, whether
real, personal, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.

     "PUHCA" means the Public Utility Holding Company Act of 1935,
as amended.

     "Purchasers" is defined in Section 12.3.1.

     "Regulation D" means Regulation D of the Board of Governors
of the Federal Reserve System as from time to time in effect and
any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

     "Regulation U" means Regulation U of the Board of Governors
of the Federal Reserve System as from time to time in effect and
any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.

     "Reportable Event" means a reportable event as defined in
Section 4043 of ERISA and the regulations issued under such
section, with respect to a Plan, excluding, however, such events
as to which the PBGC has by regulation waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the
occurrence of such event; provided, however, that a failure to
meet the minimum funding standard of Section 412 of the Code and
of Section 302 of ERISA shall be a Reportable Event regardless of
the issuance of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

     "Required Lenders" means Lenders in the aggregate having at
least 51% of the Aggregate Commitment or, if the Aggregate
Commitment has been terminated, Lenders in the aggregate holding
at least 51% of the aggregate unpaid principal amount of the
outstanding Advances.

					Page 9

<PAGE>

     "Reserve Requirement" means, with respect to an Interest
Period, the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed
under Regulation D on Eurocurrency liabilities.

     "Restructuring" means the transaction or transactions
pursuant to which KCPL will become a Wholly-Owned Subsidiary of
the Borrower.

     "S&P" means Standard and Poor's Ratings Services, a division
of The McGraw Hill Companies, Inc.

     "Schedule" refers to a specific schedule to this Agreement,
unless another document is specifically referenced.

     "SEC" means the Securities and Exchange Commission.

     "SEC Order" means the order issued by the SEC to the Borrower
and various Affiliates dated September 7, 2001 (Release No. 35-
27436; 70-9861), or an extension, renewal or replacement of such
order in form and substance satisfactory to the Lenders.

     "Section" means a numbered section of this Agreement, unless
another document is specifically referenced.

     "Shareholders' Equity" means, as of any date of determination
for the Borrower and its Consolidated Subsidiaries on a
consolidated basis, shareholders' equity as of that date
determined in accordance with GAAP.

     "Significant Subsidiary" means, at any time, each Subsidiary
of the Borrower which (a) as of the date of determination, owns
consolidated assets equal to or greater than 15% (or, in the case
of any DTI Company, 20%) of the consolidated assets of the
Borrower and its Subsidiaries or (b) which had consolidated net
income from continuing operations (excluding extraordinary items)
during the four most recently ended fiscal quarters equal to or
greater than 15% of Consolidated Net Income during such period.

     "Single Employer Plan" means a Plan maintained by the
Borrower or any member of the Controlled Group for employees of
the Borrower or any member of the Controlled Group.

     "Subsidiary" of a Person means (i) any corporation more than
50% of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time
be so owned or controlled.  Unless otherwise expressly provided,
all references herein to a "Subsidiary" shall mean a Subsidiary of
the Borrower.

					Page 10

<PAGE>

     "Substantial Portion" means, with respect to the Property of
the Borrower and its Subsidiaries, Property which (i) represents
more than 10% of the consolidated assets of the Borrower and its
Consolidated Subsidiaries as would be shown in the consolidated
financial statements of the Borrower and its Consolidated
Subsidiaries as at the beginning of the twelve-month period ending
with the month in which such determination is made, or (ii) is
responsible for more than 10% of the consolidated net sales or of
the Consolidated Net Income of the Borrower and its Consolidated
Subsidiaries as reflected in the financial statements referred to
in clause (i) above.

     "Swap Contract" means (i) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond
or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap
transaction, floor transactions, collar transactions, currency
swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to
enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and
(ii) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of,
or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any
related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

     "Synthetic Lease Obligation" means the monetary obligation of
a Person under (a) a so-called synthetic or off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession
of property creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy
of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

     "Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings, and any and
all liabilities with respect to the foregoing, but excluding
Excluded Taxes.

     "`34 Act Reports" means the periodic reports of the Borrower
filed with the SEC on Forms 10K, 10Q and 8K (or any successor
forms thereto).

     "Total Capitalization" means Total Indebtedness of the
Borrower and its Consolidated Subsidiaries plus the sum of (i)
Shareholder's Equity and (ii) to the extent not otherwise included
in Indebtedness or Shareholder's Equity, preferred and preference
stock and securities of the Borrower and its Subsidiaries included
in a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries in accordance with GAAP.

				Page 11

<PAGE>

     "Total Indebtedness" means all Indebtedness of the Borrower
and its Consolidated Subsidiaries on a consolidated basis,
excluding (i) Indebtedness arising under Swap Contracts entered
into in the ordinary course of business to hedge bona fide
transactions and business risks and not for speculation, (ii)
Indebtedness of Project Finance Subsidiaries, (iii) Contingent
Obligations of KLT Inc. and its Subsidiaries incurred after May
15, 1996 in an aggregate amount up to $275,000,000, (iv)
Indebtedness of the DTI Companies, provided that neither the
Borrower nor any of its Subsidiaries (other than any DTI Company)
shall have any obligation (contingent or otherwise) with respect
to such Indebtedness, and (v) Indebtedness of KLT Investments Inc.
incurred in connection with the acquisition and maintenance of its
interests (whether direct or indirect) in low income housing
projects.

     "Transferee" is defined in Section 12.4.

     "Type" means, with respect to any Advance, its nature as a
Floating Rate Advance or a Eurodollar Advance.

     "Unmatured Default" means an event which but for the lapse of
time or the giving of notice, or both, would constitute a Default.

     "Wholly-Owned Subsidiary" of a Person means (i) any
Subsidiary all of the outstanding voting securities of which shall
at the time be owned or controlled, directly or indirectly, by
such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited
liability company, association, joint venture or similar business
organization 100% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.

     The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms.


                            ARTICLE II

                            THE CREDITS


     2.1. COMMITMENT.  From and including the date of this
Agreement and prior to the Facility Termination Date, each Lender
severally agrees, on the terms and conditions set forth in this
Agreement, to make Loans to the Borrower from time to time in
amounts not to exceed in the aggregate at any one time outstanding
the amount of its Commitment.  Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time
prior to the Facility Termination Date.  The Commitments to lend
hereunder shall expire on the Facility Termination Date.

     2.2. REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and
          all other unpaid

					Page 12
<PAGE>

obligations shall be paid in full by the Borrower on the Facility
Termination Date.

     2.3. RATABLE LOANS.  Each Advance hereunder shall consist of
Loans made from the several Lenders ratably in proportion to the
ratio that their respective Commitments bear to the Aggregate
Commitment.

     2.4. TYPES OF ADVANCES.  The Advances may be Floating Rate
Advances or Eurodollar Advances, or a combination thereof,
selected by the Borrower in accordance with Sections 2.8 and 2.9.

     2.5. COMMITMENT FEE; REDUCTIONS IN AGGREGATE COMMITMENT.  The
Borrower agrees to pay to the Administrative Agent for the account
of each Lender a commitment fee at a per annum rate equal to the
Applicable Fee Rate on the daily unused portion of such Lender's
Commitment from the date hereof to and including the Facility
Termination Date, payable on each Payment Date hereafter and on
the Facility Termination Date.  The Borrower may permanently
reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in integral multiples of $5,000,000, upon at least
three Business Days' prior written notice to the Administrative
Agent, which notice shall specify the amount of any such
reduction; provided, however, that the amount of the Aggregate
Commitment may not be reduced below the aggregate principal amount
of the outstanding Advances.  All accrued commitment fees shall be
payable on the effective date of any termination of the
obligations of the Lenders to make Loans hereunder.

     2.6. MINIMUM AMOUNT OF EACH EURODOLLAR ADVANCE.  Each
Eurodollar Advance shall be in the minimum amount of $1,000,000 or
an integral multiple thereof.

     2.7. OPTIONAL PRINCIPAL PAYMENTS.  The Borrower may from time
to time pay, without penalty or premium, all outstanding Floating
Rate Advances, or, in a minimum aggregate amount of $1,000,000 or
an integral multiple thereof, any portion of the outstanding
Floating Rate Advances upon two Business Days' prior notice to the
Administrative Agent.  The Borrower may from time to time pay,
subject to the payment of any funding indemnification amounts
required by Section 3.4 but without penalty or premium, all
outstanding Eurodollar Advances, or, in a minimum aggregate amount
of $1,000,000 or an integral multiple thereof, any portion of the
outstanding Eurodollar Advances upon three Business Days' prior
notice to the Administrative Agent.

     2.8. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW
ADVANCES.  The Borrower shall select the Type of Advance and, in
the case of each Eurodollar Advance, the Interest Period
applicable thereto from time to time.  The Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not
later than 11:00 a.m. (Chicago time) on the Borrowing Date of each
Floating Rate Advance and not later than 11:00 a.m. (Chicago time)
three Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:

     (i)  the Borrowing Date, which shall be a Business Day, of
such Advance,

					Page 13

<PAGE>

     (ii)  the aggregate amount of such Advance,

     (iii) the Type of Advance selected, and

     (iv)  in the case of each Eurodollar Advance, the Interest
           Period applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each
Lender shall make available its Loan or Loans in funds immediately
available in Chicago to the Administrative Agent at its address
specified pursuant to Article XIII.  The Administrative Agent will
make the funds so received from the Lenders available to the
Borrower at the Administrative Agent's aforesaid address.

     2.9. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES.
Floating Rate Advances shall continue as Floating Rate Advances
unless and until such Floating Rate Advances are converted into
Eurodollar Advances pursuant to this Section 2.9 or are repaid in
accordance with Section 2.7.  Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar
Advance shall be automatically converted into a Floating Rate
Advance unless (x) such Eurodollar Advance is or was repaid in
accordance with Section 2.7 or (y) the Borrower shall have given
the Administrative Agent a Conversion/Continuation Notice (as
defined below) requesting that, at the end of such Interest
Period, such Eurodollar Advance continue as a Eurodollar Advance
for the same or another Interest Period.  Subject to the terms of
Section 2.6, the Borrower may elect from time to time to convert
all or any part of a Floating Rate Advance into a Eurodollar
Advance.  The Borrower shall give the Administrative Agent
irrevocable notice (a "Conversion/Continuation Notice") of each
conversion of a Floating Rate Advance into a Eurodollar Advance or
continuation of a Eurodollar Advance not later than 10:00 a.m.
(Chicago time) at least three Business Days prior to the date of
the requested conversion or continuation, specifying:

     (i)  the requested date, which shall be a Business Day, of
          such conversion or continuation,

     (ii) the aggregate amount and Type of the Advance which is to
          be converted or continued, and

     (iii)     the amount of such Advance which is to be converted
          into or continued as a Eurodollar Advance and the
          duration of the Interest Period applicable thereto.

     2.10.     CHANGES IN INTEREST RATE, ETC.  Each Floating Rate
Advance shall bear interest on the outstanding principal amount thereof,
for each day from and including the date such Advance is made or is
automatically converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section 2.9, to but excluding the date it
is paid or is converted into a Eurodollar Advance pursuant to
Section 2.9 hereof, at a rate per annum equal to the Floating Rate
for such

					Page 14

<PAGE>

day.  Changes in the rate of interest on that portion of any
Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate.  Each
Eurodollar Advance shall bear interest on the outstanding principal
amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined by the Administrative Agent
as applicable to such Eurodollar Advance based upon the Borrower's
selections under Sections 2.8 and 2.9 and otherwise in accordance
with the terms hereof.  No Interest Period may end after the
Facility Termination Date.

     2.11.     RATES APPLICABLE AFTER DEFAULT.  Notwithstanding
anything to the contrary contained in Section 2.8 or 2.9, during
the continuance of a Default or Unmatured Default the Required
Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare that
no Advance may be made as, converted into or continued as a
Eurodollar Advance.  During the continuance of a Default the
Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare that
(i) each Eurodollar Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable
to such Interest Period plus 2% per annum and (ii) each Floating
Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum;
provided that, during the continuance of a Default under Section
7.6 or 7.7, the interest rates set forth in clauses (i) and (ii)
above shall be applicable to all Advances without any election or
action on the part of the Administrative Agent or any Lender.

     2.12.     METHOD OF PAYMENT.  All payments of the Obligations
hereunder shall be made, without setoff, deduction, or
counterclaim, in immediately available funds to the Administrative
Agent at the Administrative Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative
Agent to the Borrower, by noon (local time) on the date when due
and shall be applied ratably by the Administrative Agent among the
Lenders.  Each payment delivered to the Administrative Agent for
the account of any Lender shall be delivered promptly by the
Administrative Agent to such Lender in the same type of funds that
the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified
in a notice received by the Administrative Agent from such Lender.

     2.13.     NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.  (i)
Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from each Loan made by such Lender from
time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

     (ii) The Administrative Agent shall also maintain accounts in
          which it will record (a) the amount of each Loan made hereunder,
          the Type thereof and the Interest

					Page 15

<PAGE>

          Period with respect thereto, (b) the amount of any
          principal or interest due and payable or to become due
          and payable from the Borrower to each Lender hereunder
          and (c) the amount of any sum received by the
          Administrative Agent hereunder from the Borrower and
          each Lender's share thereof.

     (iii)     The entries maintained in the accounts maintained
          pursuant to paragraphs (i) and (ii) above shall be prima
          facie evidence of the existence and amounts of the
          Obligations therein recorded; provided, however, that
          the failure of the Administrative Agent or any Lender to
          maintain such accounts or any error therein shall not in
          any manner affect the obligation of the Borrower to
          repay the Obligations in accordance with their terms.

     (iv) Any Lender may request that its Loans be evidenced by a
          promissory note substantially in the form of Exhibit E
          (a "Note").  In such event, the Borrower shall prepare,
          execute and deliver to such Lender a Note payable to the
          order of such Lender.  Thereafter, the Loans evidenced
          by such Note and interest thereon shall at all times
          (including after any assignment pursuant to Section
          12.3) be represented by one or more Notes payable to the
          order of the payee named therein or any assignee
          pursuant to Section 12.3, except to the extent that any
          such Lender or assignee subsequently returns any such
          Note for cancellation and requests that such Loans once
          again be evidenced as described in paragraphs (i) and
          (ii) above.

     2.14.     TELEPHONIC NOTICES.  The Borrower hereby authorizes
the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to
transfer funds based on telephonic notices made by any person or
persons the Administrative Agent or any Lender in good faith
believes to be acting on behalf of the Borrower.  The Borrower
agrees to deliver promptly to the Administrative Agent a written
confirmation, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice
signed by an Authorized Officer.  If the written confirmation
differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the
Administrative Agent and the Lenders shall govern absent manifest
error.

     2.15.     INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.
Interest accrued on each Floating Rate Advance shall be payable on
each Payment Date, commencing with the first such date to occur
after the date hereof and at maturity.  Interest accrued on each
Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at
maturity.  Interest accrued on each Eurodollar Advance having an
Interest Period longer than three months shall also be payable on
the last day of each three-month interval during such Interest
Period.  All computations of interest for Floating Rate Loans when the
Alternate Base Rate is determined by the Prime Rate shall be made
on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed.  All other computations of interest and fees
shall be calculated for actual days elapsed on the basis of a 360-
day year.  Interest shall be payable for the day an Advance is

					Page 16

<PAGE>

made but not for the day of any payment on the amount paid if
payment is received prior to noon (local time) at the place of
payment (it being understood that the Administrative Agent shall
be deemed to have received a payment prior to noon (local time) if
(x) the Borrower has provided the Administrative Agent with
evidence satisfactory to the Administrative Agent that the
Borrower has initiated a wire transfer of such payment prior to
such time and (y) the Administrative Agent actually receives such
payment on the same Business Day on which such wire transfer was
initiated).  If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such
payment.

     2.16.     NOTIFICATION OF ADVANCES, INTEREST RATES,
PREPAYMENTS AND COMMITMENT REDUCTIONS.  Promptly after receipt
thereof, the Administrative Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Borrowing
Notice, Conversion/Continuation Notice, and repayment notice
received by it hereunder.  The Administrative Agent will notify
each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will
give each Lender prompt notice of each change in the Alternate
Base Rate.

     2.17.     LENDING INSTALLATIONS.  Each Lender may book its
Loans at any Lending Installation selected by such Lender and may
change its Lending Installation from time to time.  All terms of
this Agreement shall apply to any such Lending Installation and
the Loans and any Notes issued hereunder shall be deemed held by
each Lender for the benefit of such Lending Installation.  Each
Lender may, by written notice to the Administrative Agent and the
Borrower in accordance with Article XIII, designate replacement or
additional Lending Installations through which Loans will be made
by it and for whose account Loan payments are to be made.

     2.18.     NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.
Unless the Borrower or a Lender, as the case may be, notifies the
Administrative Agent prior to the date on which it is scheduled to
make payment to the Administrative Agent of (i) in the case of a
Lender, the proceeds of a Loan or (ii) in the case of the
Borrower, a payment of principal, interest or fees to the
Administrative Agent for the account of the Lenders, that it does
not intend to make such payment, the Administrative Agent may
assume that such payment has been made.  The Administrative Agent
may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such
assumption.  If such Lender or the Borrower, as the case may be,
has not in fact made such payment to the Administrative Agent, the
recipient of such payment shall, on demand by the Administrative
Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made
available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum
equal to (x) in the case of payment by a Lender, the Federal Funds
Effective Rate for such day or (y) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

					Page 17

<PAGE>

                            ARTICLE III

                      YIELD PROTECTION; TAXES


     3.1. YIELD PROTECTION.  If, on or after the date of this
Agreement, the adoption of any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by any Lender or applicable Lending Installation with
any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency:

     (i)  subjects any Lender or any applicable Lending
          Installation to any Taxes, or changes the basis of
          taxation of payments (other than with respect to
          Excluded Taxes) to any Lender in respect of its
          Eurodollar Loans, or

     (ii) imposes or increases or deems applicable any reserve,
          assessment, insurance charge, special deposit or similar
          requirement against assets of, deposits with or for the
          account of, or credit extended by, any Lender or any
          applicable Lending Installation (other than reserves and
          assessments taken into account in determining the
          interest rate applicable to Eurodollar Advances), or

     (iii)     imposes any other condition the result of which is
          to increase the cost to any Lender or any applicable
          Lending Installation of making, funding or maintaining
          its Eurodollar Loans or reduces any amount receivable by
          any Lender or any applicable Lending Installation in
          connection with its Eurodollar Loans, or requires any
          Lender or any applicable Lending Installation to make
          any payment calculated by reference to the amount of
          Eurodollar Loans held or interest received by it, by an
          amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to
such Lender or applicable Lending Installation of making or
maintaining its Eurodollar Loans or Commitment or to reduce the
return received by such Lender or applicable Lending Installation
in connection with such Eurodollar Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay
such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduction in amount
received.

     3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS.  If a Lender
          determines the
amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a Change,
then, within 15 days of demand by such Lender, the Borrower shall
pay such Lender the amount necessary to compensate for any
shortfall in the rate of return on the portion of such increased
capital which such Lender determines is attributable to this
Agreement, its Loans or its

					Page 18

<PAGE>

Commitment to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy).  "Change" means (i) any
change after the date of this Agreement in the Risk-Based Capital
Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the
force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling
any Lender.  "Risk-Based Capital Guidelines" means (i) the risk-
based capital guidelines in effect in the United States on the
date of this Agreement, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and
Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition
rules, and any amendments to such regulations adopted prior to the
date of this Agreement.

     3.3. AVAILABILITY OF TYPES OF ADVANCES.  If (i) any Lender
determines that maintenance of its Eurodollar Loans at a suitable
Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law,
or (ii) the Required Lenders determine that (a) deposits of a type
and maturity appropriate to match fund Eurodollar Advances are not
available or (b) the interest rate applicable to a Type of Advance
does not accurately reflect the cost of making or maintaining such
Advance, then the Administrative Agent shall suspend the
availability of the affected Type of Advance and, in the case of
clause (i), require any affected Eurodollar Advances to be repaid
or converted to Floating Rate Advances, subject to the payment of
any funding indemnification amounts required by Section 3.4.

     3.4. FUNDING INDEMNIFICATION.  If any payment of a Eurodollar
Advance occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a Eurodollar Advance is not made on
the date specified by the Borrower for any reason other than
default by the Lenders, the Borrower will indemnify each Lender
for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain such Eurodollar
Advance.

     3.5. TAXES.  (i)  All payments by the Borrower to or for the
account of any Lender or the Administrative Agent hereunder or under
any Note shall be made free and clear of and without deduction for any
and all Taxes.  If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any
Lender or the Administrative Agent, (a) the sum payable shall be
increased as necessary so that after making all required
deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender or the Administrative
Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (b) the
Borrower shall make such deductions, (c) the Borrower shall pay
the full amount deducted to the relevant authority in accordance
with applicable law and (d) the Borrower shall furnish to the
Administrative Agent the original copy of a receipt evidencing
payment thereof within 30 days after such payment is

					Page 19

<PAGE>

made.

     (ii) In addition, the Borrower hereby agrees to pay any
          present or future stamp or documentary taxes and any
          other excise or property taxes, charges or similar
          levies which arise from any payment made hereunder or
          under any Note or from the execution or delivery of, or
          otherwise with respect to, this Agreement or any Note
          ("Other Taxes").

     (iii)     The Borrower hereby agrees to indemnify the
          Administrative Agent and each Lender for the full amount
          of Taxes or Other Taxes (including, without limitation,
          any Taxes or Other Taxes imposed on amounts payable
          under this Section 3.5) paid by the Administrative Agent
          or such Lender and any liability (including penalties,
          interest and expenses) arising therefrom or with respect
          thereto.  Payments due under this indemnification shall
          be made within 30 days of the date the Administrative
          Agent or such Lender makes demand therefor pursuant to
          Section 3.6.

     (iii)     Each Lender that is not incorporated under the laws of
          the United States of America or a state thereof (each a "Non-U.S.
          Lender") agrees that it will, not less than ten Business Days
          after the date of this Agreement (or, if later, the date it
          becomes a party hereto), (i) deliver to each of the Borrower and
          the Administrative Agent two duly completed copies of United
          States Internal Revenue Service Form W-8BEN or W-8ECI, certifying
          in either case that such Lender is entitled to receive payments
          under this Agreement without deduction or withholding of any
          United States federal income taxes, and (ii) deliver to each of
          the Borrower and the Administrative Agent a United States Internal
          Revenue Form W-8BEN or W-9, as the case may be, and certify that
          it is entitled to an exemption from United States backup
          withholding tax.  Each Non-U.S. Lender further undertakes to
          deliver to each of the Borrower and the Administrative Agent (x)
          renewals or additional copies of such form (or any successor form)
          on or before the date that such form expires or becomes obsolete,
          and (y) after the occurrence of any event requiring a change in
          the most recent forms so delivered by it, such additional forms or
          amendments thereto as may be reasonably requested by the Borrower
          or the Administrative Agent.  All forms or amendments described in
          the preceding sentence shall certify that such Lender is entitled
          to receive payments under this Agreement without deduction or
          withholding of any United States federal income taxes, unless an
          event (including without limitation any change in treaty, law or
          regulation) has occurred prior to the date on which any such
          delivery would otherwise be required which renders all such forms
          inapplicable or which would prevent such Lender from duly
          completing and delivering any such form or amendment with respect
          to it and such Lender advises the Borrower and the Administrative
          Agent that it is not capable of receiving payments without any
          deduction or withholding of United States federal income tax.

						Page 20

<PAGE>

     (v)  For any period during which a Non-U.S. Lender has failed
          to provide the Borrower with an appropriate form
          pursuant to clause (iv), above (unless such failure is
          due to a change in treaty, law or regulation, or any
          change in the interpretation or administration thereof
          by any governmental authority, occurring subsequent to
          the date on which a form originally was required to be
          provided), such Non-U.S. Lender shall not be entitled to
          indemnification under this Section 3.5 with respect to
          Taxes imposed by the United States; provided that,
          should a Non-U.S. Lender which is otherwise exempt from
          or subject to a reduced rate of withholding tax become
          subject to Taxes because of its failure to deliver a
          form required under clause (iv), above, the Borrower
          shall take such steps as such Non-U.S. Lender shall
          reasonably request to assist such Non-U.S. Lender to
          recover such Taxes.

     (vi) Any Lender that is entitled to an exemption from or
          reduction of withholding tax with respect to payments
          under this Agreement or any Note pursuant to the law of
          any relevant jurisdiction or any treaty shall deliver to
          the Borrower (with a copy to the Administrative Agent),
          at the time or times prescribed by applicable law, such
          properly completed and executed documentation prescribed
          by applicable law as will permit such payments to be
          made without withholding or at a reduced rate.

     3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent
reasonably possible and upon the request of the Borrower, each
Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to
avoid the unavailability of Eurodollar Advances under Section 3.3,
so long as such designation is not, in the judgment of such
Lender, disadvantageous to such Lender.  Each Lender shall deliver
a written statement of such Lender to the Borrower (with a copy to
the Administrative Agent) as to the amount due, if any, under
Section 3.1, 3.2, 3.4 or 3.5.  Such written statement shall set
forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding
on the Borrower in the absence of manifest error.  Determination
of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded
its Eurodollar Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether
in fact that is the case or not.  Unless otherwise provided
herein, the amount specified in the written statement of any
Lender shall be payable on demand after receipt by the Borrower of
such written statement.  The obligations of the Borrower under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.

					Page 21

<PAGE>

                            ARTICLE IV

                       CONDITIONS PRECEDENT


     4.1. INITIAL ADVANCE.  The Lenders shall not be required to
make the initial Advance hereunder until the Borrower has
furnished to the Administrative Agent with (a) evidence that the
Restructuring has been completed and (b) all of the following, in
form and substance satisfactory to the Administrative Agent and
each Lender, and in sufficient copies for each Lender:

     (i)  Copies of the articles or certificate of incorporation
          of the Borrower, together with all amendments, certified
          by the Secretary or an Assistant Secretary of the
          Borrower, and a certificate of good standing, certified
          by the appropriate governmental officer in its
          jurisdiction of incorporation.

     (ii) Copies, certified by the Secretary or an Assistant
          Secretary of the Borrower, of its by-laws and of its
          Board of Directors' resolutions and of resolutions or
          actions of any other body authorizing the execution of
          the Loan Documents to which the Borrower is a party.

     (iii) An incumbency certificate, executed by the
          Secretary or an Assistant Secretary of the Borrower,
          which shall identify by name and title and bear the
          signatures of the Authorized Officers and any other
          officers of the Borrower authorized to sign the Loan
          Documents to which the Borrower is a party, upon which
          certificate the Administrative Agent and the Lenders
          shall be entitled to rely until informed of any change
          in writing by the Borrower.

     (iv) A certificate, signed by the chief accounting officer or
          the chief financial officer of the Borrower, stating
          that on the initial Borrowing Date no Default or
          Unmatured Default has occurred and is continuing.

     (v)  A written opinion of the Borrower's counsel, addressed
          to the Administrative Agent and the Lenders in
          substantially the form of Exhibit A.

     (vi) Any Notes requested by a Lender pursuant to Section 2.13
          payable to the order of each such requesting Lender.

     (vii) A copy of the SEC Order authorizing the Borrower to
          incur the Indebtedness contemplated by the Loan
          Documents, certified by the Secretary or an Assistant
          Secretary of the Borrower.

     (viii) Written money transfer instructions, in substantially
          the form of Exhibit D, addressed to the Administrative
	    Agent and signed by an Authorized Officer,

						Page 22

<PAGE>

          together with such other related money transfer
          authorizations as the Administrative Agent may have
          reasonably requested.

     (ix) Such other documents as any Lender or its counsel may
          have reasonably requested.

     4.2. EACH ADVANCE.  The Lenders shall not be required to make any
Advance (other than an Advance that, after giving effect thereto and
to the application of the proceeds thereof, does not increase the
aggregate amount of outstanding Advances), unless on the
applicable Borrowing Date:

     (i)  there exists no Default or Unmatured Default.

     (ii) the representations and warranties contained in Article
          V are true and correct as of such Borrowing Date except
          to the extent any such representation or warranty is
          stated to relate solely to an earlier date, in which
          case such representation or warranty shall have been
          true and correct on and as of such earlier date.

     (iii) the SEC Order shall not have expired or been
          revoked and shall permit the Borrower to incur the
          Indebtedness evidenced by such Advance.  The Borrower
          shall, upon request, provide the Administrative Agent
          with evidence satisfactory to the Administrative Agent
          that, after giving effect to such Advance, the aggregate
          amount of short-term debt instruments issued by the
          Borrower in reliance upon the SEC Order shall not exceed
          the maximum amount of Indebtedness authorized by the SEC
          Order.

     Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the
conditions contained in Sections 4.2(i) and (ii) have been
satisfied.  Any Lender may require a duly completed compliance
certificate in substantially the form of Exhibit B as a condition
to making an Advance.

                             ARTICLE V

                  REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

     5.1. EXISTENCE AND STANDING.  Each of the Borrower and its
Significant subsidiaries is a corporation, partnership (in the case
of Subsidiaries only) or limited liability company duly and properly
incorporated or organized, as the case may be, validly existing
and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its
business in each

					Page 23

<PAGE>

jurisdiction in which its business is conducted.

     5.2. AUTHORIZATION AND VALIDITY.  The Borrower has the power
and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder.  The
execution and delivery by the Borrower of the Loan Documents and
the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Loan Documents
constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms,
except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights
generally.

     5.3. NO CONFLICT; GOVERNMENT CONSENT.  Neither the execution
and delivery by the Borrower of the Loan Documents, nor the
consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law,
rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or (ii) the Borrower's articles or
certificate of incorporation or by-laws or (iii) the provisions of
any indenture, instrument or agreement to which the Borrower is a
party or is subject, or by which it, or its Property, is bound, or
conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the
Property of the Borrower pursuant to the terms of any such
indenture, instrument or agreement.  No order, consent,
adjudication, approval, license, authorization, or validation of,
or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained
by the Borrower, is required to be obtained by the Borrower in
connection with the execution and delivery of the Loan Documents,
the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity,
binding effect or enforceability of any of the Loan Documents.

     5.4. FINANCIAL STATEMENTS.  The December 31, 2000, March 31,
2001 and June 30, 2001 consolidated financial statements of KCPL
and its Subsidiaries heretofore delivered to the Lenders were
prepared in accordance with GAAP and fairly present the
consolidated financial condition and operations of the Borrower
and its Subsidiaries at such date and the consolidated results of
their operations for the period then ended subject, in the case of
the March 31, 2001 and June 30, 2001 financial statements, to
normal year-end adjustments.

     5.5. MATERIAL ADVERSE CHANGE.  Since December 31, 2000,
except as disclosed in the Borrower's `34 Act Reports for the
fiscal quarters ended March 31, 2001 and June 30, 2001, there has
been no change in the business, Property, prospects, condition
(financial or otherwise) or results of operations of the Borrower
and its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.

     5.6. TAXES.  The Borrower and its Significant Subsidiaries have
filed all United States federal tax returns and all other material tax
returns which are required to be filed and have paid all taxes due
and payable pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Significant Subsidiaries,
except such taxes, if any, as are being contested

					Page 24

<PAGE>

in good faith and as to which adequate reserves have been provided
in accordance with GAAP and as to which no Lien exists.  No tax
liens have been filed and no material claims are being asserted
against the Borrower or any Significant Subsidiary with respect to
any such taxes.  The charges, accruals and reserves on the books
of the Borrower and its Significant Subsidiaries in respect of any
taxes or other governmental charges are adequate.

     5.7. LITIGATION AND CONTINGENT OBLIGATIONS.  Except as set
forth in the Borrower's `34 Act Reports, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their officers, threatened
against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or
which seeks to prevent, enjoin or delay the making of any Loans.
Other than any liability incident to any litigation, arbitration
or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Borrower has no material contingent
obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.

     5.8. ERISA.  The Borrower and each other member of the
Controlled Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Code with respect to each Plan
and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Code with respect to each
Plan.  Neither the Borrower nor any other member of the Controlled
Group has (i) sought a waiver of the minimum funding standard
under Section 412 of the Code in respect of any Plan, (ii) failed
to make any contribution or payment to any Plan or Multiemployer
Plan, or made any amendment to any Plan which has resulted or
could result in the imposition of a Lien or the posting of a bond
or other security under ERISA or the Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.

     5.9. ACCURACY OF INFORMATION.  No information, exhibit or
report furnished by the Borrower or any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the
negotiation of, or compliance with, the Loan Documents contained
any material misstatement of fact or omitted to state a material
fact or any fact necessary to make the statements contained
therein not misleading.

     5.10.     REGULATION U.  The Borrower is not engaged and will
not engage, principally or as one of its important activities, in
the business of purchasing or carrying margin stock (as defined in
Regulation U), or extending credit for the purpose of purchasing
or carrying margin stock.  Margin stock constitutes less than 25%
of the value of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge or other
restriction hereunder.

     5.11.     MATERIAL AGREEMENTS.  Neither the Borrower nor any
Subsidiary is a party to any agreement or instrument or subject to
any charter or other corporate restriction which is reasonably
likely to have a Material Adverse Effect.  Neither the Borrower
nor any Subsidiary is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions
contained in any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect.

					Page 24

<PAGE>

     5.12.     COMPLIANCE WITH LAWS.  The Borrower and its
Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be
expected to have a Material Adverse Effect.

     5.13.     OWNERSHIP OF PROPERTIES.  On the date of this
Agreement, the Borrower and its Significant Subsidiaries will have
good title, free of all Liens other than those permitted by
Section 6.12, to all of the Property and assets reflected in the
Borrower's most recent consolidated financial statements provided
to the Administrative Agent as owned by the Borrower and its
Subsidiaries.

     5.14.     PLAT ASSETS; PROHIBITED TRANSACTIONS.  The Borrower
is not an entity deemed to hold "plan assets" within the meaning
of 29 C.F.R.  2510.3-101 of an employee benefit plan (as defined
in Section 3(3) of ERISA) which is subject to Title I of ERISA or
any plan (within the meaning of Section 4975 of the Code), and
neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

     5.15.     ENVIRONMENTAL MATTERS.  Except as set forth in the
Borrower's `34 Act Reports, there are no known risks and
liabilities accruing to the Borrower due to Environmental Laws
that could reasonably be expected to have a Material Adverse
Effect.

     5.16.     INVESTMENT COMPANY ACT.  Neither the Borrower nor
any Subsidiary is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

     5.17.     PUBLIC UTILITY HOLDING COMPANY ACT.  The Borrower
is a "holding company" within the meaning of PUHCA.

     5.18.     PARI PASSU INDEBTEDNESS.  The Indebtedness under
the Loan Documents ranks at least pari passu with all other
unsecured Indebtedness of the Borrower.

     5.19.     SOLVENCY.  As of the date hereof and after giving effect
to the consummation of the transactions contemplated by the Loan
Documents, the Borrower and each Significant Subsidiary is
solvent.  For purposes of the preceding sentence, solvent means
(a) the fair saleable value (on a going concern basis) of the
Borrower's assets or a Significant Subsidiary's assets, as
applicable, exceed its liabilities, contingent or otherwise,
fairly valued, (b) such Person will be able to pay its debts as
they become due and (c) such Person will not be left with
unreasonably small capital as is necessary to satisfy all of its
current and reasonably anticipated obligations giving due
consideration to the prevailing practice in the industry in which
such Person is engaged.  In computing the amount of contingent
liabilities at any time, it is intended that such

					Page 26

<PAGE>

liabilities will be computed at the amount which, in light of all
the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or
matured liability.  The Borrower is not entering into the Loan
Documents with the actual intent to hinder, delay or defraud its
current or future creditors, nor does the Borrower intend to or
believe that it will incur, as a result of entering into this
Agreement and the other Loan Documents, debts beyond its ability
to repay.

                            ARTICLE VI

                             COVENANTS

     During the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:

     6.1. FINANCIAL REPORTING.  The Borrower will maintain, for
itself and each Subsidiary, a system of accounting established and
administered in accordance with generally accepted accounting
principles, and furnish to the Lenders:

     (i)  Within 90 days after the close of each of its fiscal
          years, an unqualified audit report certified by a firm
          of independent certified public accountants which is a
          member of the "Big Five," prepared in accordance with
          GAAP on a consolidated basis for itself and its
          Consolidated Subsidiaries, including balance sheets as
          of the end of such period and related statements of
          income, retained earnings and cash flows, accompanied by
          any management letter prepared by said accountants.

     (ii) Within 45 days after the close of the first three
          quarterly periods of each of its fiscal years, for
          itself and its Consolidated Subsidiaries, either (a)
          consolidated and consolidating unaudited balance sheets
          as at the close of each such period and consolidated and
          consolidating profit and loss and reconciliation of
          surplus statements and a statement of cash flows for the
          period from the beginning of such fiscal year to the end
          of such quarter, all certified by its chief accounting
          officer or chief financial officer or (b) if the
          Borrower is then a "registrant" within the meaning of
          Rule 1-01 of Regulation S-X of the SEC and required to
          file a report on Form 10-Q with the SEC, a copy of the
          Borrower's report on Form 10-Q for such quarterly
          period.

     (iv) Together with the financial statements required under
          Sections 6.1(i) and (ii), a compliance certificate in
          substantially the form of Exhibit B signed by its chief accounting
          officer or chief financial officer stating that no Default or
          Unmatured Default exists, or if any Default or Unmatured Default
          exists, stating the nature and status thereof.

					Page 27

<PAGE>

     (iv) As soon as possible and in any event within 10 days
          after the Borrower or any ERISA Affiliate knows that any
          Reportable Event has occurred with respect to any Plan,
          a statement, signed by the chief accounting or financial
          officer of the Borrower, describing said Reportable
          Event and the action which the Borrower or such ERISA
          Affiliate proposes to take with respect thereto.

     (v)  As soon as possible and in any event within two days
          after receipt of notice by the Borrower or any ERISA
          Affiliate of the PBGC's intention to terminate any Plan
          or to have a trustee appointed to administer any Plan, a
          copy of such notice.

     (vi) Promptly upon the furnishing thereof to the shareholders
          of the Borrower, copies of all financial statements,
          reports and proxy statements so furnished.

     (vii) Promptly upon the filing thereof, copies of all
          registration statements and annual, quarterly, monthly
          or other regular reports which the Borrower files with
          the SEC.

     (viii) As soon as possible, and in any event within three
          days after an  Authorized Officer of the Borrower shall
          have knowledge thereof, notice of any change by Moody's
          or S&P in the senior unsecured debt rating of the
          Borrower.

     (ix) Such other information (including non-financial
          information) as the Administrative Agent or any Lender
          may from time to time reasonably request.

The statements and reports required to be furnished by the
Borrower pursuant to clauses (vi) and (vii) above shall be deemed
furnished for such purpose upon becoming publicly available on the
SEC's EDGAR web page.

     6.2. PERMITS, ETC.  The Borrower will, and will cause each
Significant Subsidiary to, take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary
or desirable in the normal conduct of its business, except to the
extent failure to do so could not reasonably be expected to have a
Material Adverse Effect; and preserve or renew all of its
registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

     6.3. USE OF PROCEEDS.  The Borrower will use the proceeds of the
Advances (i) to provide funding to KLT Inc. to repay its outstanding
credit facility agented by Bank One, NA, and (ii) for the general
corporate and working capital purposes of the Borrower and its
Subsidiaries.  The Borrower will not use any of the proceeds of
the Advances to purchase or carry any margin stock (as defined in
Regulation U) or to extend credit for the purpose of purchasing or
carrying margin stock.  The Borrower will not permit margin stock to
constitute 25% or more of the value of those assets of the
Borrower and its Subsidiaries which are subject to any limitation
on sale, pledge or other restriction hereunder.

					Page 28

<PAGE>

     6.4. NOTICE OF DEFAULT.  The Borrower will, and will cause
each Subsidiary to, give prompt notice in writing to the Lenders
of the occurrence of any Default or Unmatured Default and of any
other development, financial or otherwise, which could reasonably
be expected to have a Material Adverse Effect.

     6.5. CONDUCT OF BUSINESS.  The Borrower will, and will cause
each Significant Subsidiary to, carry on and conduct its business
in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted and do all
things necessary to remain duly incorporated or organized, validly
existing and (to the extent such concept applies to such entity)
in good standing as a domestic corporation, partnership or limited
liability company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all requisite
authority to conduct its business in each jurisdiction in which
its business is conducted.

     6.6. TAXES.  The Borrower will, and will cause each
Significant Subsidiary to, timely file United States federal and
applicable foreign, state and local tax returns required by law
and pay when due all taxes, assessments and governmental charges
and levies upon it or its income, profits or Property, except
those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been
set aside in accordance with GAAP.

     6.7. INSURANCE.  The Borrower will, and will cause each
Significant Subsidiary to, maintain with financially sound and
reputable insurance companies that are not Affiliates of the
Borrower or its Subsidiaries (other than any captive insurance
company) insurance on all their Properties and business against
loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by
such other Persons, and the Borrower will furnish to any Lender
upon request full information as to the insurance carried.  Such
insurance may be subject to co-insurance, deductibility or similar
clauses which, in effect, result in self-insurance of certain
losses; provided that such self-insurance is in accord with the
customary industry practices for Persons in the same or similar
businesses and adequate insurance reserves are maintained in
connection with such self-insurance to the extent required by
GAAP.

     6.8. COMPLIANCE WITH LAWS.  The Borrower will, and will cause
each Significant Subsidiary to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject including, without limitation,
all Environmental Laws, the failure to comply with which could
reasonably be expected to have a Material Adverse Effect.

     6.9. MAINTENANCE OF PROPERTIES; BOOKS OF RECORD.  The Borrower
will, and will cause each Significant Subsidiary to, (i) do all things
necessary to maintain, preserve, protect and keep its Property in
good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at
all times and (ii) keep proper books of record and account, in
which full and correct entries shall be made of all material
financial transactions and the assets and business

					Page 29

<PAGE>

of the Borrower and each Significant Subsidiary in accordance with
GAAP; provided that nothing in this Section shall prevent the
Borrower or any Significant Subsidiary from discontinuing the
operation or maintenance of any of its Property or equipment if
such discontinuance is, in the judgment of such Person, desirable
in the conduct of its business.

     6.10.     INSPECTION.  The Borrower will, and if a Default or
Event of Default exists, will cause each Subsidiary to, permit the
Administrative Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, books
and financial records of such Person, to examine and make copies
of the books of accounts and other financial records of such
Person, and to discuss the affairs, finances and accounts of such
Person with, and to be advised as to the same by, such Person's
officers at such reasonable times and intervals as the
Administrative Agent or any Lender may designate.  After the
occurrence and during the continuance of a Default, any such
inspection shall be at the Borrower's expense; at all other times,
the Borrower shall not be liable to pay the expenses of the
Administrative Agent or any Lender in connection with such
inspections.

     6.11.     CONSOLIDATIONS; MERGERS AND SALE OF ASSETS.  The
Borrower will not, nor will it permit any Significant Subsidiary
(other than any Project Finance Subsidiary) to, sell, lease,
transfer, or otherwise dispose of all or substantially all of its
assets (whether by a single transaction or a number of related
transactions and whether at one time or over a period of time) or
consolidate with or merge into any Person or permit any Person to
merge into it, except

     (i)  A Wholly-Owned Subsidiary may be merged into the
Borrower.

     (ii) Any Significant Subsidiary may sell all or substantially
          all of its assets to, or consolidate or merge into,
          another Significant Subsidiary; provided that,
          immediately before and after such merger, consolidation
          or sale, there shall not exist any Default or Unmatured
          Default.

     (iii) The Borrower may sell all or substantially all of its
          assets to, or consolidate with or merge into, any other
          corporation, or permit another corporation to merge into it;
          provided, however, that (a) the surviving corporation, if such
          surviving corporation is not the Borrower, or the transferee
          corporation in the case of a sale of all or substantially all of
          the Borrower's assets (1) shall be a corporation organized and
          existing under the laws of the United States of America or a state
          thereof or the District of Columbia, and (2) shall expressly
          assume in writing the due and punctual payment of the Obligations
          and the due and punctual performance of and compliance with all of
          the terms of this Credit Agreement and the other Loan Documents to
          be performed or complied with by the Borrower, (b) immediately
          before and after such merger, consolidation or sale, there shall
          not exist any Default or Unmatured Default and (c) the surviving
          corporation of such merger or consolidation, or the transferee
          corporation of the assets of the Borrower, as applicable, has,
          both immediately before and after such merger, consolidation or
          sale, a Moody's Rating of Baa3 or better or an S&P Rating of

						Page 30

<PAGE>

          BBB - or better.

Notwithstanding the foregoing, the Borrower and its Consolidated
Subsidiaries (excluding Project Finance Subsidiaries and DTI
Companies) will not convey, transfer, lease or otherwise dispose
of (whether in one transaction or a series of transactions, but
excluding sales of inventory in the ordinary course of business)
in the aggregate within any 12-month period, more than 20% of the
aggregate book value of the assets of the Borrower and its
Consolidated Subsidiaries (excluding Project Finance Subsidiaries
and DTI Companies) as calculated as of the end of the most recent
fiscal quarter.

     6.12. LIENS.  The Borrower will not, nor will it permit
any Significant Subsidiary (other than any Project Finance
Subsidiary) to, create, incur, or suffer to exist any Lien in, of
or on the Property of the Borrower or any of its Significant
Subsidiaries (other than any Project Finance Subsidiary), except:

     (i)  Liens for taxes, assessments or governmental charges or
          levies on its Property if the same shall not at the time
          be delinquent or thereafter can be paid without penalty,
          or are being contested in good faith and by appropriate
          proceedings and for which adequate reserves in
          accordance with GAAP shall have been set aside on its
          books.

     (ii) Liens imposed by law, such as carriers', warehousemen's
          and mechanics' liens and other similar liens arising in
          the ordinary course of business which secure payment of
          obligations not more than 60 days past due or which are
          being contested in good faith by appropriate proceedings
          and for which adequate reserves shall have been set
          aside on its books.

     (iii) Liens arising out of pledges or deposits in the
          ordinary course of business under worker's compensation
          laws, unemployment insurance, old age pensions, or other
          social security or retirement benefits, or similar
          legislation, other than any Lien imposed under ERISA.

     (iv) Utility easements, building restrictions and such other
          encumbrances or charges against real property as are of
          a nature generally existing with respect to properties
          of a similar character and which are not substantial in
          amount and do not in any material way affect the
          marketability of the same or interfere with the use
          thereof in the business of the Borrower or its
          Significant Subsidiaries.

     (v)  The Lien of the General Mortgage Indenture and Deed of
          Trust Dated December 1, 1986 from KCPL to UMB, N.A.

     (v)  Liens existing on the date hereof and, in the case of any
          Significant Subsidiary other KCPL, described in SCHEDULE 6.12 and
          any renewal or extension thereof; PROVIDED that the Property
          covered thereby is not increased and any renewal or

						Page 31

<PAGE>

          extension of the obligations secured or benefited
          thereby is permitted by this Agreement.

     (vii) Judgment Liens which secure payment of legal
          obligations that would not constitute a Default under
          Section 7.9.

     (viii) Liens on Property acquired by the Borrower or a
          Significant Subsidiary after the date hereof, existing
          on such Property at the time of acquisition thereof (and
          not created in anticipation thereof); PROVIDED that in
          any such case no such Lien shall extend to or cover any
          other Property of the Borrower or such Significant
          Subsidiary, as the case may be.

     (ix) Deposits to secure the performance of bids, trade
          contracts (other than for borrowed money), leases,
          statutory obligations, surety and appeal bonds,
          performance bonds and other obligations of a like nature
          incurred in the ordinary course of business by the
          Borrower or any Significant Subsidiary.

     (x)  purchase money security interests on any Property
          acquired or held by such Person in the ordinary course
          of business, securing Indebtedness incurred or assumed
          for the purpose of financing all or any part of the cost
          of acquiring such Property; provided that (a) such Lien
          attaches to such Property concurrently with or within 90
          days after the acquisition thereof, (b) such Lien
          attaches solely to the Property so acquired in such
          transaction and (c) the principal amount of the
          Indebtedness secured thereby does not exceed the cost or
          fair market value determined at the date of incurrence,
          whichever is lower, of the Property being acquired on
          the date of acquisition.

     (xi) Liens on or over gas, oil, coal, fissionable material,
          or other fuel or fuel products as security for any
          obligations incurred by such Person for the sole purpose
          of financing the acquisition or storage of such fuel or
          fuel products or, with respect to nuclear fuel, the
          processing, reprocessing, sorting, storage and disposal
          thereof.

     (xii) Liens granted in, or sales of, such Person's
          accounts receivable.

     (xiii) Liens on Property of KLT Gas Inc. and its
          Subsidiaries in favor of operators and non-operators
          under joint operating agreements, pooling orders or
          agreements, unitization agreements or similar
          contractual arrangements arising in the ordinary course
          of the business of such Person relating to the
          development or operation of oil and gas Properties to
          secure amounts owing, which amounts are not yet due or
          are being contested in good faith by appropriate
          proceedings if adequate reserves are maintained on the
          books of such Person in accordance with GAAP.

     (xiv) Liens on Property of KLT Gas Inc. and its Subsidiaries
          under production sales agreements, division orders, operating
          agreements and other agreements

					Page 32

<PAGE>

          customary in the oil and gas business for processing,
          production and selling hydrocarbons; provided that such
          Liens do not secure obligations to deliver hydrocarbons
          at some future date without receiving full payment
          therefor within 90 days of delivery.

     (xv) Liens on Property or assets of a Significant Subsidiary
          securing obligations owing to the Borrower or any
          Significant Subsidiary (other than a Project Finance
          Subsidiary).

     (xvi) Liens on the stock or other equity interests of any
          Project Finance Subsidiary to secure obligations of such
          Project Finance Subsidiary (provided that the agreement
          under which any such Lien is created shall expressly
          state that it is non-recourse to the pledgor).

     (xvii) Liens which would otherwise not be permitted by
          clauses (i) through (xvi) securing additional
          Indebtedness of the Borrower or a Significant Subsidiary
          (other than a Project Finance Subsidiary); provided that
          after giving effect thereto the aggregate unpaid
          principal amount of Indebtedness (including, without
          limitation, Capitalized Lease Obligations) of the
          Borrower and its Significant Subsidiaries (other than
          any Project Finance Subsidiary) (including prepayment
          premiums and penalties) secured by Liens permitted by
          this clause (xvii) shall not exceed the greater of (a)
          $50,000,000 and (b) 10% of Consolidated Tangible Net
          Worth.

     6.13.  AFFILIATES. Except to the extent required by
applicable law with respect to transactions among the Borrower and
its Subsidiaries (excluding any Project Finance Subsidiary and any
DTI Company), the Borrower will not, and will not permit any
Subsidiary (other than any Project Finance Subsidiary and any DTI
Company) to, enter into any transaction (including, without
limitation, the purchase or sale of any Property or service) with,
or make any payment or transfer to, any Affiliate except in the
ordinary course of business and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary than the Borrower or such Subsidiary would
obtain in a comparable arms-length transaction.

     6.14.  ERISA.  The Borrower will not, nor will it permit any
Significant Subsidiary to, (i) voluntarily terminate any Plan,
so as to result in any material liability of the Borrower or any
Significant Subsidiary to the PBGC or (ii) enter into any Prohibited
Transaction (as defined in Section 4975 of the Code and in Section
406 of ERISA) involving any Plan which results in any material
liability of the Borrower or any Significant Subsidiary or (iii)
cause any occurrence of any Reportable Event which results in any
material liability of the Borrower or any Significant Subsidiary
to the PBGC or (iv) allow or suffer to exist any other event or
condition known to the Borrower which results in any material
liability of the Borrower or any Significant Subsidiary to the
PBGC.

					Page 33

<PAGE>

     6.15.  TOTAL INDEBTEDNESS TO TOTAL CAPITALIZATION.  The
Borrower shall at all times cause the ratio of (i) Total
Indebtedness to (ii) Total Capitalization to be less than or equal
to 0.65 to 1.0.

     6.16.  INTEREST COVERAGE RATIO.  The Borrower shall not
permit the Interest Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less than 2.0 to 1.0.

     6.17.  RESTRICTIONS ON SUBSIDIARY DIVIDENDS.  Except as
described in Schedule 6.17, the Borrower will not, nor will it
permit any Significant Subsidiary (other than any Project Finance
Subsidiary) to, be a party to any agreement prohibiting or
restricting the ability of such Significant Subsidiary to declare
or pay dividends to the Borrower.

                            ARTICLE VII

                             DEFAULTS

     The occurrence of any one or more of the following events
shall constitute a Default:

     7.1. Any representation or warranty made or deemed made by or
on behalf of the Borrower to the Lenders or the Administrative
Agent under or in connection with this Agreement, any Loan, or any
certificate or information delivered in connection with this
Agreement or any other Loan Document shall be materially false on
the date as of which made.

     7.2. Nonpayment of principal of any Loan when due, or
nonpayment of interest upon any Loan or of any commitment fee or
other obligations under any of the Loan Documents within five days
after the same becomes due.

     7.3. The breach by the Borrower of any of the terms or
provisions of Section 6.3, 6.11, 6.12, 6.13, 6.15, 6.16 or 6.17.

     7.4. The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII)
of any of the terms or provisions of this Agreement which is not
remedied within 30 days after written notice from the
Administrative Agent or any Lender; PROVIDED that if such breach
is capable of cure but (i) cannot be cured by payment of money and
(ii) cannot be cured by diligent efforts within such 30-day
period, but such diligent efforts shall be properly commenced
within such 30-day period and the Borrower is diligently pursuing,
and shall continue to pursue diligently, remedy of such failure,
the cure period shall be extended for an additional 90 days, but
in no event beyond the Facility Termination Date.

     7.5. Failure of the Borrower or any of its Significant
Subsidiaries (other than any DTI Company) to pay when due any
Indebtedness aggregating in excess of $25,000,000 ("Material
Indebtedness"); or the default by the Borrower or any of its
Significant Subsidiaries (other than any DTI Company) in the
performance of any term, provision or condition contained in any

					Page 34

<PAGE>

agreement under which any such Material Indebtedness was created
or is governed, or any other event shall occur or condition exist,
the effect of which default or event is to cause, or to permit the
holder or holders of such Material Indebtedness to cause, such
Material Indebtedness to become due prior to its stated maturity;
or any Material Indebtedness of the Borrower or any of its
Significant Subsidiaries (other than any DTI Company) shall be
declared to be due and payable or required to be prepaid or
repurchased (other than by a regularly scheduled payment) prior to
the stated maturity thereof; or the Borrower or any of its
Significant Subsidiaries (other than any DTI Company) shall not
pay, or admit in writing its inability to pay, its debts generally
as they become due.

     7.6. The Borrower or any of its Significant Subsidiaries
(other than any DTI Company) shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as
now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any Substantial
Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or
insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such
proceeding filed against it, (v) take any corporate, partnership
or limited liability company action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described
in Section 7.7.

     7.7. Without the application, approval or consent of the
Borrower or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for
the Borrower or any of its Subsidiaries (other than any DTI
Company) or any Substantial Portion of its Property, or a
proceeding described in Section 7.6(iv) shall be instituted
against the Borrower or any of its Subsidiaries (other than any
DTI Company) and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 30
consecutive days.

     7.8. Any court, government or governmental agency shall
condemn, seize or otherwise appropriate, or take custody or
control of, all or any portion of the Property of the Borrower and
its Subsidiaries which, when taken together with all other
Property of the Borrower and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action
occurs, constitutes a Substantial Portion.

     7.9. The Borrower or any of its Significant Subsidiaries shall
fail within 30 days to pay, bond or otherwise discharge (i) any
judgment or order for the payment of money in excess of
$25,000,000 (either singly or in the aggregate with other such
judgments) or (ii) any non-monetary final judgment that has, or
could reasonably be expected to have, a Material Adverse Effect,
in either case which is not stayed on appeal or otherwise being
appropriately contested in

					Page 35

<PAGE>

good faith.

     7.10.     A Change of Control shall occur.

     7.11.     A Reportable Event shall have occurred with respect
to a Plan which could reasonably be expected to have a Material
Adverse Effect and, 30 days after notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender,
such Reportable Event shall still exist.

     7.12.     Any authorization or approval or other action by
any governmental authority or regulatory body required for the
execution, delivery or performance of this Agreement or any other
Loan Document by the Borrower shall fail to have been obtained or
be terminated, revoked or rescinded or shall otherwise no longer
be in full force and effect, and such occurrence shall (i)
adversely affect the enforceability of the Loan Documents against
the Borrower and (ii) to the extent that such occurrence can be
cured, shall continue for five days.

     7.13.     The Borrower shall fail to own, directly or
indirectly, all of the outstanding stock of KCPL which, in the
absence of any contingency, has the right to vote in an election
of directors of KCPL.

                           ARTICLE VIII

          ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1. ACCELERATION.  If any Default described in Section 7.6
or 7.7 occurs with respect to the Borrower, the obligations of the
Lenders to make Loans hereunder shall automatically terminate and
the Obligations shall immediately become due and payable without
any election or action on the part of the Administrative Agent or
any Lender.  If any other Default occurs, the Required Lenders (or
the Administrative Agent with the consent of the Required Lenders)
may terminate or suspend the obligations of the Lenders to make
Loans hereunder, or declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due
and payable, without presentment, demand, protest or notice of any
kind, all of which the Borrower hereby expressly waives.

     If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to
make Loans hereunder as a result of any Default (other than any
Default as described in Section 7.6 or 7.7 with respect to the
Borrower) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required
Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrower, rescind and
annul such acceleration and/or termination.

     8.2. AMENDMENTS.  Subject to the provisions of this Article VIII,
the Required Lenders (or the Administrative Agent with the consent in
writing of the Required Lenders) and the

					Page 36

<PAGE>

Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or
the Borrower hereunder or waiving any Default hereunder; provided,
however, that no such supplemental agreement shall, without the
consent of all of the Lenders:

     (i)  Extend the final maturity of any Loan or forgive all or
          any portion of the principal amount thereof, or reduce
          the rate or extend the time of payment of interest or
          fees thereon.

     (ii) Reduce the percentage specified in the definition of
          Required Lenders.

     (iii) Extend the Facility Termination Date, or reduce the
          amount or extend the payment date for, the mandatory
          payments required under Section 2.2, or increase the
          amount of the Commitment of any Lender hereunder, or
          permit the Borrower to assign its rights under this
          Agreement.

     (iv) Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the
Administrative Agent shall be effective without the written
consent of the Administrative Agent.  The Administrative Agent may
waive payment of the fee required under Section 12.3.2 without
obtaining the consent of any other party to this Agreement.

     8.3. PRESERVATION OF RIGHTS.  No delay or omission of the
Lenders or the Administrative Agent to exercise any right under
the Loan Documents shall impair such right or be construed to be a
waiver of any Default or an acquiescence therein, and the making
of a Loan notwithstanding the existence of a Default or the
inability of the Borrower to satisfy the conditions precedent to
such Loan shall not constitute any waiver or acquiescence.  Any
single or partial exercise of any such right shall not preclude
other or further exercise thereof or the exercise of any other
right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to
Section 8.2, and then only to the extent in such writing
specifically set forth.  All remedies contained in the Loan
Documents or by law afforded shall be cumulative and all shall be
available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.


                            ARTICLE IX

                        GENERAL PROVISIONS


     9.1. SURVIVAL OF REPRESENTATIONS.  All representations and
warranties of the Borrower contained in this Agreement shall survive
the making of the Loans herein contemplated.

					Page 37

<PAGE>

     9.2. GOVERNMENTAL REGULATION.  Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to the Borrower in violation of any
limitation or prohibition provided by any applicable statute or
regulation.

     9.3. HEADINGS.  Section headings in the Loan Documents are
for convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Loan Documents.

     9.4. ENTIRE AGREEMENT.  The Loan Documents embody the entire
agreement and understanding among the Borrower, the Administrative
Agent and the Lenders and supersede all prior agreements and
understandings among the Borrower, the Administrative Agent and
the Lenders relating to the subject matter thereof other than the
fee letter described in Section 10.13.

     9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT.  The
respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any other
(except to the extent to which the Administrative Agent is
authorized to act as such).  The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder.  This Agreement
shall not be construed so as to confer any right or benefit upon
any Person other than the parties to this Agreement and their
respective successors and assigns; provided, however, that the
parties hereto expressly agree that the Arranger shall enjoy the
benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the
extent specifically set forth therein and shall have the right to
enforce such provisions on its own behalf and in its own name to
the same extent as if it were a party to this Agreement.

     9.6. EXPENSES; INDEMNIFICATION.

     (i)  The Borrower shall reimburse the Administrative Agent
          and the Arranger for any reasonable costs and expenses
          (including fees and charges of outside counsel for the
          Administrative Agent) paid or incurred by the
          Administrative Agent or the Arranger in connection with
          the preparation, negotiation, execution, delivery,
          syndication, distribution (including, without
          limitation, via the internet), review, amendment,
          modification, and administration of the Loan Documents.
          The Borrower also agrees to reimburse the Administrative
          Agent, the Arranger and the Lenders for any reasonable
          costs, internal charges and expenses (including fees and
          charges of attorneys for the Administrative Agent, the
          Arranger and the Lenders, which attorneys may be
          employees of the Administrative Agent, the Arranger or
          the Lenders) paid or incurred by the Administrative
          Agent, the Arranger or any Lender in connection with the
          collection and enforcement of the Loan Documents.

     (ii) The Borrower hereby further agrees to indemnify the
          Administrative Agent, the Arranger, each Lender, their respective
          affiliates and the directors, officers and employees of the
          foregoing against all losses, claims, damages, penalties,

						Page 38

     <PAGE>

          judgments, liabilities and expenses (including, without
          limitation, all expenses of litigation or preparation
          therefor whether or not the Administrative Agent, the
          Arranger or any Lender is a party thereto) which any of
          them may pay or incur arising out of or relating to this
          Agreement, the other Loan Documents, the transactions
          contemplated hereby or the direct or indirect
          application or proposed application of the proceeds of
          any Loan hereunder except to the extent that they are
          determined in a final non-appealable judgment by a court
          of competent jurisdiction to have resulted from the
          gross negligence or willful misconduct of the party
          seeking indemnification.  The obligations of the
          Borrower under this Section 9.6 shall survive the
          payment of the Obligations and termination of this
          Agreement.

     9.7. NUMBERS OF DOCUMENTS.  All statements, notices, closing
documents, and requests hereunder shall be furnished to the
Administrative Agent with sufficient counterparts so that the
Administrative Agent may furnish one to each of the Lenders.

     9.8. ACCOUNTING.  Except as provided to the contrary herein,
all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance
with GAAP.

     9.9. SEVERABILITY OF PROVISIONS.  Any provision in any Loan
Document that is held to be inoperative, unenforceable, or invalid
in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents
are declared to be severable.

     9.10.     NONLIABILITY OF LENDERS.  The relationship between
the Borrower on the one hand and the Lenders and the
Administrative Agent on the other hand shall be solely that of
borrower and lender.  Neither the Administrative Agent, the
Arranger nor any Lender shall have any fiduciary responsibilities
to the Borrower.  Neither the Administrative Agent, the Arranger
nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations.  The Borrower
agrees that neither the Administrative Agent, the Arranger nor any
Lender shall have liability to the Borrower (whether sounding in
tort, contract or otherwise) for losses suffered by the Borrower
in connection with, arising out of, or in any way related to, the
transactions contemplated and the relationship established by the
Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-
appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of
the party from which recovery is sought.  Neither the
Administrative Agent, the Arranger nor any Lender shall have any
liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the
transactions contemplated thereby.

					Page 39

<PAGE>

     9.11.     CONFIDENTIALITY.  Each Lender agrees to hold any
confidential information which it may receive from the Borrower or
any Subsidiary pursuant to this Agreement in confidence, except
for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants,
and other professional advisors to that Lender or to a Transferee,
(iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process,
(v) to any Person in connection with any legal proceeding to which
that Lender is a party, and (vi) permitted by Section 12.4.

     9.12.     NONRELIANCE.  Each Lender hereby represents that it
is not relying on or looking to any margin stock (as defined in
Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Loans provided for herein.

                             ARTICLE X

                     THE ADMINISTRATIVE AGENT

     10.1.     APPOINTMENT; NATURE OF RELATIONSHIP.  Bank One is
hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Administrative Agent")
hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Administrative Agent to act as
the contractual representative of such Lender with the rights and
duties expressly set forth herein and in the other Loan Documents.
The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this
Article X.  Notwithstanding the use of the defined term
"Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely
acting as the contractual representative of the Lenders with only
those duties as are expressly set forth in this Agreement and the
other Loan Documents.  In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not hereby
assume any fiduciary duties to any of the Lenders and (ii) is
acting as an independent contractor, the rights and duties of
which are limited to those expressly set forth in this Agreement
and the other Loan Documents.  Each of the Lenders hereby agrees
to assert no claim against the Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Lender hereby waives.

     10.2.     POWERS.  The Administrative Agent shall have and
may exercise such powers under the Loan Documents as are
specifically delegated to the Administrative Agent by the terms of
each thereof, together with such powers as are reasonably
incidental thereto.  The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to
take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Administrative Agent.

     10.3.     GENERAL IMMUNITY.  Neither the Administrative Agent nor
any of its directors,

					Page 40

<PAGE>

officers, agents or employees shall be liable to the Borrower or
any Lender for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection
herewith or therewith except to the extent such action or inaction
is determined in a final non-appealable judgment by a court of
competent jurisdiction to have arisen from the gross negligence or
willful misconduct of such Person.

     10.4.     NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.
Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into, or verify (i) any statement,
warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of any obligor
under any Loan Document, including, without limitation, any
agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in
Article IV, except receipt of items required to be delivered
solely to the Administrative Agent; (iv) the existence or possible
existence of any Default or Unmatured Default; (v) the validity,
enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in
connection therewith; (vi) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or
(vii) the financial condition of the Borrower or any guarantor of
any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries.  The Administrative Agent
shall have no duty to disclose to the Lenders information that is
not required to be furnished by the Borrower to the Administrative
Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as
Administrative Agent or in its individual capacity).

     10.5.     ACTION ON INSTRUCTIONS OF LENDERS.  The
Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed
by the Required Lenders, and such instructions and any action
taken or failure to act pursuant thereto shall be binding on all
of the Lenders.  The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement or any other Loan Document unless it
shall be requested in writing to do so by the Required Lenders.
The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan
Document unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to
take any such action.

     10.6.     EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL.  The
Administrative Agent may execute any of its duties as Administrative
Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be
answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care.  The Administrative Agent shall be entitled
to advice of counsel concerning the contractual arrangement
between the Administrative Agent and the Lenders and all matters
pertaining to the Administrative Agent's duties hereunder and
under any other Loan Document.

					Page 41

<PAGE>

     10.7.     RELIANCE ON DOCUMENTS; COUNSEL.  The Administrative
Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the
Administrative Agent.

     10.8.     ADMINISTRATIVE AGENT'S REIMBURSEMENT AND
INDEMNIFICATION.  The Lenders agree to reimburse and indemnify the
Administrative Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in
proportion to their Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Borrower
for which the Administrative Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses
incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including,
without limitation, for any expenses incurred by the
Administrative Agent in connection with any dispute between the
Administrative Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents
or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation,
for any such amounts incurred by or asserted against the
Administrative Agent in connection with any dispute between the
Administrative Agent and any Lender or between two or more of the
Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents; PROVIDED that no Lender
shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court
of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Administrative Agent.  The
obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

     10.9.     NOTICE OF DEFAULT.  The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any
Default or Unmatured Default hereunder unless the Administrative
Agent has received written notice from a Lender or the Borrower
referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default".  In
the event that the Administrative Agent receives such a notice,
the Administrative Agent shall give prompt notice thereof to the
Lenders.

     10.10.    RIGHTS AS A LENDER.  In the event the Administrative
Agent is a Lender, the Administrative Agent shall have the same rights
and powers hereunder and under any other Loan Document with respect
to its Commitment and its Loans as any Lender and may exercise the
same as though it were not the Administrative Agent, and the term
"Lender" or "Lenders" shall, at any time when the Administrative
Agent is a Lender, unless the context otherwise indicates, include
the Administrative Agent in its individual capacity.  The
Administrative Agent and its Affiliates may accept deposits from,
lend money to, and generally engage in any kind of trust,

					Page 42

<PAGE>

debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with
the Borrower or any of its Subsidiaries in which the Borrower or
such Subsidiary is not restricted hereby from engaging with any
other Person.

     10.11.    LENDER CREDIT DECISION.  Each Lender acknowledges
that it has, independently and without reliance upon the
Administrative Agent, the Arranger or any other Lender and based
on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement
and the other Loan Documents.  Each Lender also acknowledges that
it will, independently and without reliance upon the
Administrative Agent, the Arranger or any other Lender and based
on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan
Documents.

     10.12.    SUCCESSOR ADMINISTRATIVE AGENT.  The Administrative
Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower, such resignation to be effective upon
the appointment of a successor Administrative Agent or, if no
successor Administrative Agent has been appointed, 45 days after
the retiring Administrative Agent gives notice of its intention to
resign.  The Administrative Agent may be removed at any time with
or without cause by written notice received by the Administrative
Agent from the Required Lenders, such removal to be effective on
the date specified by the Required Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right
to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent.  If no successor Administrative Agent shall
have been so appointed by the Required Lenders within 30 days
after the resigning Administrative Agent's giving notice of its
intention to resign, then the resigning Administrative Agent may
appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent.  Notwithstanding the previous sentence, the
Administrative Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Administrative Agent hereunder.  If
the Administrative Agent has resigned or been removed and no
successor Administrative Agent has been appointed within the
applicable time period, the Lenders may perform all the duties of
the Administrative Agent hereunder and the Borrower shall make all
payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders.
No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted
the appointment.  Any such successor Administrative Agent shall be
a commercial bank having capital and retained earnings of at least
$100,000,000.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and
duties of the resigning or removed Administrative Agent.  Upon the
effectiveness of the resignation or removal of the Administrative
Agent, the resigning or removed Administrative Agent shall be
discharged from its duties and obligations hereunder and under the
Loan Documents.  After the effectiveness of the resignation or
removal of an Administrative Agent, the provisions of this Article
X shall continue in effect for the benefit of such Administrative
Agent in respect of any actions taken or

					Page 43

<PAGE>

omitted to be taken by it while it was acting as the
Administrative Agent hereunder and under the other Loan Documents.
In the event that there is a successor to the Administrative Agent
by merger, or the Administrative Agent assigns its duties and
obligations to an Affiliate pursuant to this Section 10.12, then
the term "Prime Rate" as used in this Agreement shall mean the
prime rate, base rate or other analogous rate of the new
Administrative Agent.

     10.13.    ADMINISTRATIVE AGENT'S FEE.  The Borrower agrees to
pay to the Administrative Agent, for its own account, the fees
agreed to by the Borrower and the Administrative Agent pursuant to
that certain letter agreement dated October 2, 2001 or as
otherwise agreed from time to time.

     10.14.    DELEGATION TO AFFILIATES.  The Borrower and the
Lenders agree that the Administrative Agent may delegate any of
its duties under this Agreement to any of its Affiliates.  Any
such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which
the Administrative Agent is entitled under Articles IX and X.


                            ARTICLE XI

                     SETOFF; RATABLE PAYMENTS


     11.1.     SETOFF.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if the Borrower
becomes insolvent, however evidenced, or any Default occurs, any
and all deposits (including all account balances, whether
provisional or final and whether or not collected or available)
and any other Indebtedness at any time held or owing by any Lender
or any Affiliate of any Lender to or for the credit or account of
the Borrower may be offset and applied toward the payment of the
Obligations owing to such Lender, whether or not the Obligations,
or any part hereof, shall then be due.

     11.2.     RATABLE PAYMENTS.  If any Lender, whether by setoff
or otherwise, has payment made to it upon its Loans (other than
payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a
greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a portion of the
Loans held by the other Lenders so that after such purchase each
Lender will hold its ratable proportion of Loans.  If any Lender,
whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other
protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their Loans.
In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.

					Page 44

<PAGE>

                            ARTICLE XII

         BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


     12.1.     SUCCESSORS AND ASSIGNS.  The terms and provisions
of the Loan Documents shall be binding upon and inure to the
benefit of the Borrower and the Lenders and their respective
successors and assigns, except that (i) the Borrower shall not
have the right to assign its rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in
compliance with Section 12.3.  Notwithstanding clause (ii) of this
Section, any Lender may at any time, without the consent of the
Borrower or the Administrative Agent, assign all or any portion of
its rights under this Agreement and any Note to a Federal Reserve
Bank; provided, however, that no such assignment to a Federal
Reserve Bank shall release the transferor Lender from its
obligations hereunder.  The Administrative Agent may treat the
Person which made any Loan or which holds any Note as the owner
thereof for all purposes hereof unless and until such Person
complies with Section 12.3 in the case of an assignment thereof
or, in the case of any other transfer, a written notice of the
transfer is filed with the Administrative Agent.  Any assignee or
transferee of the rights to any Loan or any Note agrees by
acceptance of such transfer or assignment to be bound by all the
terms and provisions of the Loan Documents.  Any request,
authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in
evidence thereof), shall be conclusive and binding on any
subsequent holder, transferee or assignee of the rights to such
Loan.

     12.2.     PARTICIPATIONS.

          12.2.1.   PERMITTED PARTICIPANTS; EFFECT.  Any Lender
may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any Commitment
of such Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, such Lender shall remain
the owner of its Loans and the holder of any Note issued to it in
evidence thereof for all purposes under the Loan Documents, all
amounts payable by the Borrower under this Agreement shall be
determined as if such Lender had not sold such participating
interests, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the
Loan Documents.

          12.2.2.   VOTING RIGHTS.  Each Lender shall retain the sole right
to approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Loan Documents
other than any amendment, modification or waiver with respect

					Page 45

<PAGE>

to any Loan or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces the
interest rate or fees payable with respect to any such Loan or
Commitment, extends the Facility Termination Date or postpones any
date fixed for any regularly-scheduled payment of principal of, or
interest or fees on, any such Loan or Commitment.

          12.2.3.   BENEFIT OF SETOFF.  The Borrower agrees that
each Participant shall be deemed to have the right of setoff
provided in Section 11.1 in respect of its participating interest
in amounts owing under the Loan Documents to the same extent as if
the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents; provided that each Lender
shall retain the right of setoff provided in Section 11.1 with
respect to the amount of participating interests sold to each
Participant.  The Lenders agree to share with each Participant,
and each Participant, by exercising the right of setoff provided
in Section 11.1, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such
amounts to be shared in accordance with Section 11.2 as if each
Participant were a Lender.

     12.3.     ASSIGNMENTS.

          12.3.1.   PERMITTED ASSIGNMENTS.  Any Lender may, in the
ordinary course of its business and in accordance with applicable
law, at any time assign to one or more banks or other entities
("Purchasers") all or any part of its rights and obligations under
the Loan Documents.  Such assignment shall be substantially in the
form of Exhibit C or in such other form as may be agreed to by the
parties thereto.  The consent of the Borrower and the
Administrative Agent shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof; provided, however, that if a
Default has occurred and is continuing, the consent of the
Borrower shall not be required. Such consent shall not be
unreasonably withheld or delayed.  Each such assignment shall
(unless each of the Borrower and the Administrative Agent
otherwise consents) be in an amount not less than the lesser of
(i) $10,000,000 or (ii) the remaining amount of the assigning
Lender's Commitment (calculated as at the date of such assignment)
or outstanding Loans (if such Lender's Commitment has been
terminated).

          12.3.2.   EFFECT; EFFECTIVE DATE.  Upon (i) delivery to the
Administrative Agent of a notice of assignment, substantially in
the form attached as Schedule I to Exhibit C (a "Notice of
Assignment"), together with each consent required by Section
12.3.1, and (ii) payment of a $3,500 fee to the Administrative
Agent for processing such assignment, such assignment shall become
effective on the effective date specified in such Notice of
Assignment.  The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and
Loans under the applicable assignment agreement are "plan assets"
as defined under ERISA and that the rights and interests of the
Purchaser in and under the Loan Documents will not be "plan
assets" under ERISA.  On and after the effective date of

					Page 46

<PAGE>

such assignment, such Purchaser shall for all purposes be a Lender
party to this Agreement and any other Loan Document executed by or
on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further
consent or action by the Borrower, the Lenders or the
Administrative Agent shall be required to release the transferor
Lender with respect to the percentage of the Aggregate Commitment
and Loans assigned to such Purchaser.  Upon the consummation of
any assignment to a Purchaser pursuant to this Section 12.3.2, the
transferor Lender, the Administrative Agent and the Borrower
shall, if the transferor Lender or the Purchaser desires that its
Loans be evidenced by Notes, make appropriate arrangements so that
new Notes or, as appropriate, replacement Notes are issued to such
transferor Lender and new Notes or, as appropriate, replacement
Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted
pursuant to such assignment.

     12.4.     DISSEMINATION OF INFORMATION.  The Borrower
authorizes each Lender to disclose to any Participant or Purchaser
or any other Person acquiring an interest in the Loan Documents by
operation of law (each a "Transferee") and any prospective
Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective
Transferee agrees to be bound by Section 9.11.

     12.5.     TAX TREATMENT.  If any interest in any Loan
Document is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).


                           ARTICLE XIII

                              NOTICES


     13.1.  NOTICES.  Except as otherwise permitted by Section 2.13
with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing
(including electronic transmission, facsimile transmission or
similar writing) and shall be given to such party: (i) in the case
of the Borrower or the Administrative Agent, at its address or
facsimile number set forth on the signature pages hereof, (ii) in
the case of any Lender, at its address or facsimile number set
forth below its signature hereto or (iii) in the case of any
party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Administrative
Agent and the Borrower in accordance with the provisions of this
Section 13.1.  Each such notice, request or other communication
shall be effective (a) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (b) if given by mail, 72
hours after such communication is


					Page 47

<PAGE>

deposited in the mails with first class postage prepaid, addressed
as aforesaid, or (c) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the
address specified in this Section; provided that notices to the
Administrative Agent under Article II shall not be effective until
received.

     13.2.     CHANGE OF ADDRESS.  The Borrower, the
Administrative Agent and any Lender may each change the address
for service of notice upon it by a notice in writing to the other
parties hereto.

                            ARTICLE XIV

                           COUNTERPARTS

     This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing
any such counterpart.  This Agreement shall be effective when it
has been executed by the Borrower, the Administrative Agent and
the Lenders and each party has notified the Administrative Agent
by facsimile transmission or telephone that it has taken such
action.

                            ARTICLE XV

   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


     15.1.     CHOICE OF LAW.  THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.

     15.2.     CONSENT TO JURISDICTION.  THE BORROWER HEREBY
          IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION.


					Page 48

<PAGE>

ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY
LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY
IN A COURT IN CHICAGO, ILLINOIS.

     15.3.  WAIVER OF JURY TRIAL.  THE BORROWER, THE AGENT AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.

					Page 49

<PAGE>

     IN WITNESS WHEREOF, the Borrower, the Lenders and the
Administrative Agent have executed this Agreement as of the date
first above written.

                              GREAT PLAINS ENERGY INCORPORATED

                              By:  /S/ANDREA F. BIELSKER
                              Title: Vice President-Finance, CFO &
                                     Treasurer

                              Address:
                              1200 Walnut
                              Kansas City, Missouri 64141
                              Attention: Andrea F. Bielsker, Treasurer
                              Telephone:     816-556-2595
                              Fax:      816-556-2992


                              BANK ONE, NA,
                              Individually and as Administrative Agent

                              By:/S/MARYLU D. CRAMER
                              Title: Vice President

                              Address:
                              1 Bank One Plaza
                              Chicago, Illinois  60670
                              Attention: MaryLu Cramer
                              Telephone:     312-732-7579
                              Fax:      312-732-3055