ex10_1-6.htm


    Exhibit
10.1.6

     

    AMENDMENT
& CONSENT

     

    June 2,
2008

     

    Union
Bank of California, N.A.,

    acting as Administrative
Agent

    445 South
Figueroa Street, 15th
Floor

    Los
Angeles, CA 90071

    Attn:  Susan
Johnson

    


    Dear
Susan:

     

    Reference
is made to the $300,000,000 Credit Agreement, dated as of August 31, 2005 (as
amended, modified or supplemented as of the date hereof, the “Credit
Agreement”), among Aquila, Inc. (the “Company”),
the banks named therein, and Union Bank of California, N.A., as Administrative
Agent and as Issuing Bank.  Capitalized terms used but not defined
herein have the meanings given to them in the Credit Agreement.

     

    Section
1.                      Background.

     

    Pursuant
to an Agreement and Plan of Merger dated as of February 6, 2007, by and among
Great Plains Energy Incorporated (“GPE”), the
Company, Black Hills Corporation, and Gregory Acquisition Corp. (the “Merger
Agreement”), the Company has agreed to be acquired by GPE.  The
transaction will be consummated by merging Gregory Acquisition Corp. with and
into Company (the “Merger”),
with the Company continuing as the surviving corporation.  Upon
completion of the Merger, the Company will become a wholly-owned subsidiary of
GPE.

    


    Immediately
prior to closing the Merger, and as a condition precedent to the completion of
the Merger, the Company will sell certain of its utility properties to Black
Hills Corporation for a base purchase price of $940 million (the “Asset
Sale”).  None of the assets to be acquired by Black Hills
Corporation are pledged as, or otherwise constitute, Collateral.  The
net cash proceeds of the Asset Sale will be used, in part, to fund the cash
portion of the consideration to be paid to the Company’s shareholders in the
Merger.

    


    In
connection with the Merger, and in order to achieve the forecast merger
synergies, GPE will functionally integrate the utility operations of the Company
and Kansas City Power & Light Company, a Missouri corporation and
wholly-owned subsidiary of GPE (“KCPL”).  The
Company expects to complete the Asset Sale and the Merger on or about July 1,
2008, but no later than August 6, 2008.

    


    Section
8.02(c) of the Credit Agreement provides that the Company may not enter into any
merger without the consent of the Required Lenders.  Section
8.02(d)(iii) of the Credit Agreement provides that the Company will use the net
cash proceeds of asset sales for general corporate purposes.  Section
8.02(h) of the Credit Agreement permits the Company to enter into only
certain

     


    
      

    

    2

     

    
 

    types of
affiliate transactions.  Section 9.01(k) of the Credit Agreement
provides that, without the consent of the Required Lenders, a Change in Control
constitutes an Event of Default.

     

    Section
2.                      Request
for Amendments & Consents.

     

    Subject
to the satisfaction of the conditions set forth in Section 3 below, the Company
requests that, effective as of the completion of the Merger (the “Effective
Date”), the Required Lenders:

     

    
      	
               
      

            	
              a.

            	
              consent
      to the Merger, including the use of the net cash proceeds of the Asset
      Sale to fund, in part, the cash component of the consideration payable to
      the Company’s shareholders in connection with the
  Merger;

            


    

     

    b.           consent
to the Change in Control that will occur upon completion of the
Merger;

     

    
      	
               
      

            	
              c.

            	
              amend
      the first sentence in Section 7.01(n) of the Credit Agreement by adding
      the words “any material amount” between the words “contributes” and
      “to”;

            


    

     

    
      	
               
      

            	
              d.

            	
              amend
      Section 7.01(o) of the Credit Agreement by deleting the second sentence
      thereof; and,

            


    

     

    
      	
               
      

            	
              e.

            	
              amend
      Section 8.02(h) of the Credit Agreement by adding the following language
      to the end thereof:

            


    

     

    “; provided, that the
foregoing restrictions will not apply to affiliate transactions (A) subject to
the affiliate transaction rules and regulations of the MPSC or otherwise
authorized by the applicable state or federal regulatory authorities, or (B)
necessary to functionally integrate and operate the utility operations of the
Borrower and Kansas City Power & Light Company”.

     

    Section
3.                      Representations
and Warranties; Conditions Precedent.

     

    The
Company hereby represents and warrants to you that, as of the Effective Date and
after giving effect to the amendments and consents contained in this letter
agreement (this “Amendment &
Consent”), each of the representations and warranties made by the Company
in or pursuant to Section 7.01 of the Credit Agreement (other than the
representations and warranties in Section 7.01(b) thereof) will be true and
correct in all material respects as if made on and as of the Effective Date
(except to the extent such representation and warranty specifically relates to
an earlier date, in which case such representation and warranty will have been
true and correct in all material respects on and as of such earlier date), and
no Event of Default will have occurred and be continuing.  For
purposes of this Amendment & Consent, references in Section 7.01 of the
Credit Agreement to “this Agreement’, “hereunder”, “hereof” and words of like
import referring to the Credit Agreement will be deemed to be a reference to
this Amendment & Consent and the Credit Agreement, as modified
hereby.

     


    
      

    

    3

     

    
 

    Notwithstanding
anything herein, in no event will the amendments and consents set forth herein
become effective unless and until the following condition precedents have been
satisfied: (i) GPE has delivered to the Administrative Agent a written guarantee
(in a form reasonably acceptable to the Administrative Agent) for the benefit of
the Lenders, pursuant to which GPE guarantees the payment and other obligations
of the Company under the Credit Agreement; and (ii) GPE has paid, or caused to
be paid, to the Administrative Agent a fee to be agreed upon GPE and the
Administrative Agent after the date hereof, for the benefit of the Lenders that
timely execute this Amendment & Consent.

     

    Section
4. Execution and Delivery.

     

    If you
agree to the above requests, please evidence such consent by executing and
returning at least four counterparts of this Amendment & Consent to Union
Bank of California, N.A., 445 South Figueroa Street, 15th Floor,
Los Angeles, CA, Attention: Susan K. Johnson (fax no. 213.236.4096) no later
than 10 a.m. (Los Angeles time) on Tuesday, June 10, 2008.

     

    Section
5.                      Miscellaneous.

     

    The
execution, delivery and effectiveness of this Amendment & Consent will not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender under the Credit Agreement, nor constitute a waiver of any
other provision of the Credit Agreement.  This Amendment & Consent
is subject to the provisions of Section 11.01 of the Credit Agreement, and will
be binding on the parties hereto and their respective successors and permitted
assigns under the Credit Agreement.

     

    This
Amendment & Consent may be executed in any number of counterparts and by any
combination of the parties hereto in separate counterparts, each of which
counterparts shall constitute an original and all of which taken together shall
constitute one and the same instrument.  This Amendment & Consent
shall be governed by, and construed in accordance with, the laws of the State of
New York.

     

    Very
truly yours,

    


    AQUILA,
INC.

    


    By: /s/
Michael Cole

    Michael Cole

    Vice President, Finance and
Treasurer


    
      

    


    UNION
BANK OF CALIFORNIA, N.A.

    as
Administrative Agent, Issuing Bank and a Lender

    


    


    


    By: /s/
Susan K. Johnson

          Name:
Susan K. Johnson

          Title:  Vice
President

    



    
      

    


    ALLIED
IRISH BANKS, P.L.C.

    as
a Lender

    


    


    


    By: /s/
Aidan Lanigan

          Name:
Aidan Lanigan

          Title:  Vice
President

    


    


    


    By: /s/
David O’Driscoll

          Name:
David O’Driscoll

          Title:
Assistant Vice President

    


    



    
      

    


    GENERAL
ELECTRIC CAPITAL CORPORATION

    as
a Lender

    


    


    


    By: /s/
Randall Hornick

          Name:
Randall Hornick

          Title:  Authorized
Signatory

    


    


    


    By:
________________________________

          Name:

          Title:

    



    
      

    


    ING
CAPITAL LLC

    as
a Lender

    


    


    


    By: /s/
Stephen E. Fischer

          Name:
Stephen E. Fischer

          Title:
Managing Director

    


    


    


    By: /s/
Polina Gerasimova

          Name:
Polina Gerasimova

          Title:
Associate


    
      

    


    CREDIT
INDUSTRIAL ET COMMERCIAL

    as
a Lender

    


    


    


    By: /s/
Mark D. Palin

          Name:
Mark D. Palin

          Title:
Vice President

    


    


    


    By:
_________________________

          Name:

          Title:


    
      

    


    CREDIT
SUISSE, CAYMAN ISLANDS BRANCH

    as
a Lender

    


    


    


    By: /s/
James Moran

          Name:
James Moran

          Title:
Managing Director

    


    


    


    By: /s/
Nupur Kumar

          Name:
Nupur Kumar

          Title:
Associate


    
      

    


    ERSTE
BANK DER OESTERREICHISSCHEN

    SPARKASSEN
AG

    as
a Lender

    


    


    


    By: /s/
Bryan J. Lynch

          Name:
Bryan J. Lynch

          Title:
Managing Director

    


    


    


    By: /s/
Patrick W. Kunkel

          Name:
Patrick W. Kunkel

          Title:
Executive Director

    




    LEHMAN
COMMERCIAL PAPER INC.

    As
a Lender

    


    


    


    By: /s/
Randall Braunfeld

          Name:
Randall Braunfeld

          Title:  Authorized
Signatory


    
      

    


    LANDESBANK
HESSEN-THURINGEN

    GIROZENTRALE

    as
a Lender

    


    


    


    By: /s/
David A. Leech

          Name:
David A. Leech

          Title:
Senior Vice President

    Corporate Finance Division

    


    


    


    By: /s/
Gaelle Waddington

          Name:
Gaelle Waddington

          Title:
Assistant Vice President

    Corporate Finance
Department


    
      

    


    HVB
GLOBAL ASSETS COMPANY L.P.

    as
a Lender

    


    


    


    By: /s/
Carmen Depaula

          Name:
Carmen Depaula

          Title:
CPA

    


    


    


    By: /s/
Michael Terry

          Name:
Michael Terry

          Title:
Attorney-in-fact


    
      

    


    THE
FOOTHILL GROUP, INC.

    as
a Lender

    


    


    


    By: /s/
Dennis R. Ascher

          Name:
Dennis R. Ascher

          Title:
Sr. VP

    


    


    


    By:
________________________________

          Name:

          Title: