Exhibit
      10.1.c





May
      31,
      2006










Strategic
      Energy, L.L.C.


Two
      Gateway Center


Pittsburgh,
      PA 15222-1458


Attn:
      Brian Begg





RE:
      Consent





Reference
      is made to that certain Amended and Restated Credit Agreement, dated as of
      July 2, 2004, among Strategic Energy, L.L.C. (“ **Borrower** ”),
      LaSalle Bank National Association, in its capacity as Administrative Agent
      (“ **Administrative
      Agent** ”),
      various other financial institutions (“ **Lenders** ”),
      and
      PNC Bank, National Association, in its capacity as Syndication Agent, as amended
      by that certain Amendment No. 1, dated as of December 20, 2005, among the same
      parties (as so amended and as the same may be further amended, supplemented
      or
      otherwise modified from time to time, the “ **Credit
      Agreement** ”).
      Capitalized terms used herein but not defined herein shall have the meanings
      assigned to such terms in the Credit Agreement.




Consent





Section
      7.3(B) of the
      Credit Agreement prohibits the Borrower and its Subsidiaries from selling,
      assigning, transferring, leasing, conveying or otherwise disposing of any
      property, whether now owned or hereafter acquired, or any income or profits
      therefrom, or enter into any agreement to do so, except certain expressly
      enumerated dispositions. Section
      7.3(C) of the
      Credit Agreement prohibits the Borrower and its Subsidiaries from directly
      or
      indirectly creating, incurring, assuming or permitting to exist any Lien on
      or
      with respect to any of their respective property or assets except certain
      expressly enumerated Liens.




Borrower
      desires to enter into an agreement with Consolidated Edison Company of New
      York
      (“ **ConEd** ”),
      pursuant to which Borrower will, in consideration for a payment by ConEd to
      Borrower (collectively, the “ **ConEd
      Purchase Payments** ”),
      either (i) assign to ConEd all monthly retail customer accounts receivable
      billed by ConEd on behalf of Borrower pursuant to a consolidated utility bill
      (collectively, the “ **ESCO
      Customer Accounts** ”)
      or
      (ii) in the alternative, grant to ConEd a security interest in the ESCO Customer
      Accounts (collectively, the “ **ConEd
      A/R Assignment** ”).
      Borrower has provided to Administrative Agent and Lenders a copy of the proposed
      Consolidated Utility Billing Service and Assignment Agreement to be entered
      into
      with ConEd to evidence the ConEd A/R Assignment. Borrower has requested Lenders
      to consent to the ConEd A/R Assignment, pursuant to Sections 7.3(B) and 7.3(C)
      and any other applicable Section of the Credit Agreement, and in connection
      therewith (a) to the extent the ConEd A/R Assignment constitutes a true sale
      of
      Borrower’s ESCO Customer Accounts, release any Lien Administrative Agent and
      Lenders may have in the sold ESCO Customer Accounts or (b) in the alternative,
      to the extent that the ConEd A/R Assignment









Strategic
      Energy/Consent


May
      31, 2006


Page
      2






constitutes
      a secured financing, subordinate any Lien Administrative Agent and Lenders
      may
      have in the pledged ESCO Customer Accounts to the Lien granted to
      ConEd.


In
        reliance on the representations and warranties provided by Borrower and GPE
        in
        this letter consent and in connection with the request for such consent,
        and
        subject to the conditions precedent to effectiveness of this letter agreement
        set forth below, Administrative Agent and Lenders hereby consent to the proposed
        ConEd A/R Assignment, and in connection therewith (a) to the extent the ConEd
        A/R Assignment constitutes a true sale of Borrower’s ESCO Customer Accounts,
        release any Lien Administrative Agent and Lenders may have in the sold ESCO
        Customer Accounts or (b) in the alternative, to the extent that the ConEd
        A/R
        Assignment constitutes a secured financing, subordinate any Lien Administrative
        Agent and Lenders may have in the pledged ESCO Customer Accounts to the Lien
        granted to ConEd.
  Specific
        Conditions Precedent to Effectiveness
  1.  Borrower
        shall have entered into with ConEd a Consolidated Utility Billing Service
        and
        Assignment Agreement substantially in the form provided to Administrative
        Agent
        and Lenders prior to the date hereof, and with only such amendments or
        modifications thereto from time to time as shall not reasonably be expected
        to
        have an adverse effect on Administrative Agent or Lenders.
  2.  The
        outstanding amount of ESCO Customer Accounts assigned or pledged by Borrower
        at
        any one time (prior to the payment thereof by ConEd as provided in the Consolidated
        Utility Billing Service and Assignment Agreement )
        shall
        not exceed $5,000,000, and shall only apply to ESCO Customer Accounts with
        respect to retail customers acquired by Borrower after the date of its execution
        of the Consolidated Utility Billing Service and Assignment
        Agreement.
  3.  Borrower
        shall pay all reasonable costs, fees, and expenses paid or incurred by
        Administrative Agent incident to this letter consent, including, without
        limitation, the reasonable fees and expenses of Administrative Agent’s counsel
        in connection with the negotiation, preparation, delivery, and execution
        of this
        letter consent and any related documents.
  Acknowledgement
        of Pledge
 
 Borrower
        by its execution below hereby expressly acknowledges that the grant and pledge
        by Borrower to Administrative Agent, for the benefit of itself and Lenders,
        of a
        security interest in its property pursuant to the Security Agreement includes
        (and Borrower hereby expressly remakes such grant and pledge) all accounts
        associated with the ConEd Purchase Payments, including any and all proceeds
        thereof, subject to the subordination provisions set forth herein.




Strategic
      Energy/Consent


May
      31, 2006


Page
      3






Representations
 
 As
        a
        material inducement to Administrative Agent and Lenders to execute and deliver
        this letter consent, Borrower hereby represents and warrants to Lenders and
        Administrative Agent (with the knowledge and intent that such parties are
        relying upon the same in entering into this letter consent) the
        following:
 
 (a)  This
        letter consent and the Credit Agreement, as amended hereby, constitute legal,
        valid and binding obligations of Borrower and are enforceable against Borrower
        in accordance with their respective terms.
 
 (b)  Subject
        to any exceptions that would be necessitated by the ConEd transaction described
        herein, Borrower hereby reaffirms all covenants, representations and warranties
        made in the Credit Agreement and other Loan Documents and agree that all
        such
        covenants, representations and warranties shall be deemed to have been remade
        as
        of the effective date of this letter consent.
 
 (c)  No
        Event
        of Default or Default has occurred and is continuing or would exist after
        giving
        effect to this letter consent.
 
 (d)  Borrower
        has no defense, counterclaim or offset with respect to the Credit Agreement
        with
        respect to actions or omissions of the Administrative Agent or the Lenders
        prior
        to the date of this letter consent.
 
 (e)  This
        letter consent has been duly executed and delivered by a duly authorized
        officer
        of Borrower.
 
 General
 
 Except
        as
        expressly provided by this letter consent, the terms and provisions of the
        Credit Agreement and the other Loan Documents are hereby ratified and confirmed
        and shall continue in full force and effect. Without limiting any condition
        to
        effectiveness set forth above, the consent provided and agreed to herein
        are to
        be effective only upon receipt by Administrative Agent of an execution
        counterpart of this letter agreement signed by Borrower, GPE (solely for
        the
        purpose of ratifying and confirming its Amended and Restated Limited Guaranty
        dated as of July 2, 2004) and Lenders. The consent contained herein shall
        not
        constitute a course of dealing between Borrower, GPE, Administrative Agent
        and
        Lenders, and shall not constitute a waiver or amendment of any Default or
        Event
        of Default, now or hereafter, arising, or any other provision of the Credit
        Agreement or the other Loan Documents. This consent letter shall be governed
        by,
        construed and enforced in accordance with all provisions of the Credit
        Agreement, including as to choice of law, and may be executed in multiple
        counterparts. Administrative Agent and Lenders hereby agree, upon reasonable
        request from Borrower or GPE, but only as required from Borrower or GPE by
        ConEd, to execute such other documents and take such other actions as are
  
 Strategic
          Energy/Consent
 May
          31, 2006
 Page
          4
   reasonably
        required in order to evidence the consent and subordination that is the subject
        of this consent letter.
 Please
          evidence your acknowledgment of and agreement to the foregoing by executing
          this
          letter agreement in the place indicated below.
  Sincerely,
                  
                  LASALLE
                    BANK NATIONAL ASSOCIATION
                  as
                    Administrative Agent, as a Lender and
                  as
                    an Issuing BankBy:
                  Name:
                  Title:
                /s/Mark
                    H. Veach
                  Mark
                    H. Veach
                  Senior
                    Vice President & Division Head




Strategic
        Energy/Consent
 May
        31, 2006
 Page
        5
  
 [Signatures
        continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 PNC
                  BANK, NATIONAL ASSOCIATION
                as
                  a Syndication Agent and LenderBy:
                Name:
                Title:
              /s/Thomas
                  A. Majeski
                Thomas
                  A. Majeski
                Vice
                  President
 
 
 Strategic
          Energy/Consent
 May
          31, 2006
 Page
          6
 [Signatures
          continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 CITIZENS
                  BANK OF PENNSYLVANIA
                as
                  LenderBy:
                Name:
                Title:
              /s/Dwayne
                  R. Finney
                Dwayne
                  R. Finney
                Senior
                  Vice President


Strategic
          Energy/Consent
 May
          31, 2006
 Page
          7
   [Signatures
          continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 NATIONAL
                  CITY BANK OF PENNSYLVANIA
                as
                  LenderBy:
                Name:
                Title:
              /s/Susan
                  J. Dimmick
                Susan
                  J. Dimmick
                Vice
                  President
  
 Strategic
          Energy/Consent
 May
          31, 2006
 Page
          8
  [Signatures
        continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 FIFTH
                  THIRD BANK
                as
                  LenderBy:
                Name
                Title:
              /s/Jim
                  Janovsky
                Jim
                  Janovsky
                Vice
                  President


Strategic
        Energy/Consent
 May
        31, 2006
 Page
        9
 
 
 [Signatures
        continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 SKY
                  BANK
                as
                  LenderBy:
                Name:
                Title:
              /s/W.
                  Christopher Kobler
                W.
                  Christopher Kobler
                Vice
                  President
  
 Strategic
          Energy/Consent
 May
          31, 2006
 Page
          10
 
 [Signatures
        continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned has executed this letter consent as of the day and year first
        above
        set forth.
 
 FIRST
                  NATIONAL BANK OF PENNSYLVANIA
                as
                  LenderBy:
                Name:
                Title:
              /s/Jeffrey
                  A. Martin
                Jeffrey
                  A. Martin
                Vice
                  President
 
 
 
 Strategic
          Energy/Consent
 May
          31, 2006
 Page
          11
  [Signatures
        continued from previous page.]
 
 
 
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned have executed this letter consent as of the day and year first
        above
        set forth.
 
 
 
 **STRATEGIC
                  ENERGY, L.L.C**.**,
                  as Borrower**By:
                Name:
                Title:
              /s/Brian
                  M. Begg
                Brian
                  M. Begg
                VP,
                  Corporate Development & Finance**GREAT
                  PLAINS ENERGY INCORPORATED, as Guarantor,**
                **solely
                  for the purpose of ratifying and confirming its Amended and Restated
                  Limited Guaranty dated as of July 2, 2004.**By:
                Name:
                Title:
              /s/Barbara
                  B. Curry
                Barbara
                  B. Curry
                Senior
                  Vice President - Corporate Services and Corporate
                  Secretary