Exhibit
      10.2.a




**IATAN
      UNIT 2 AND COMMON FACILITIES OWNERSHIP AGREEMENT**




**KANSAS
      CITY POWER & LIGHT COMPANY,**




**AQUILA,
      INC.,**




**THE
      EMPIRE DISTRICT ELECTRIC COMPANY,**




**KANSAS
      ELECTRIC POWER COOPERATIVE, INC.**




**AND**




**MISSOURI
      JOINT MUNICIPAL ELECTRIC UTILITY COMMISSION**




**May
      19, 2006**




**TABLE
                  OF CONTENTS****Page**ARTICLE
                  I
              Definitions
              21.1
              Accounting
                  Manual
              21.2
              Actual
                  Emissions
              21.3
              Actual
                  Fuel Costs
              21.4
              Additional
                  Unit
              31.5
              Adverse
                  Action
              31.6
              Agreement
              31.7
              Agreements
              31.8
              Allowance
                  Contribution
              31.9
              Allowances
              31.10
              Appraised
                  Value
              41.11
              Aquila
              41.12
              Arrangements
              41.13
              Bankruptcy
                  Code
              41.14
              Cash
                  Flow Memorandum
              41.15
              Certificates
                  of Public Convenience and Necessity
              41.16
              Closing
                  or Closing Date
              41.17
              Code
              41.18
              Commercial
                  Operation
              41.19
              Commercial
                  Operation Date
              41.20
              Commercially
                  Reasonable Efforts
              41.21
              Common
                  Facilities
              41.22
              Common
                  Facilities Ownership Share
              41.23
              Common
                  Facilities Upgrades
              51.24
              Common
                  Facilities Upgrades Completion Date
              51.25
              Construction
                  Period Cash Flow Memorandum
              51.26
              Cost
                  of Construction
              51.27
              Cost
                  of Operation
              51.28
              Covered
                  Owner
              51.29
              Defaulted
                  Shares
              5









1.30
            Emissions
                Projection
            51.31
            Empire
            51.32
            EPA
            51.33
            Estimated
                In-Service Operation Date
            51.34
            Excess
                Allowances
            51.35
            Excess
                Share
            61.36
            Existing
                Common Facilities
            61.37
            Force
                Majeure
            61.38
            Fuel
                Commodity
            61.39
            Fuel
                Commodity Ownership Percentage
            61.40
            GAAP
            61.41
            Good
                Utility Practice
            61.42
            Iatan
                Station Site
            61.43
            Iatan
                Unit 1 Ownership Agreement
            61.44
            Iatan
                Unit 2 Facility
            61.45
            Indemnified
                Owner
            71.46
            Initial
                Iatan Station Site
            71.47
            Initial
                Net Accredited Capacity
            71.48
            In-Service
                Operation Date
            71.49
            Insolvency
                or Seizure
            71.50
            Interconnection
                Facilities
            71.51
            KCPL
            71.52
            KCPL
                Acquisition Election
            71.53
            KEPCO
            71.54
            KEPCO
                Attributable Ownership Rights
            71.55
            Lapse
                Date
            71.56
            Management
                Committee
            81.57
            Minimum
                Operable Capacity
            81.58
            MJMEUC
            81.59
            Moody’s
            81.60
            Net
                Generating Capacity
            81.61
            Net
                Generation Output
            81.62
            Nominal
                Gross Capacity
            8









1.63
            Non-Financial
                Default
            81.64
            Notice
                to Arbitrate
            81.65
            Nower
                Property
            81.66
            Other
                Owner Acquisition Election
            81.67
            Operable
                Unit(s)
            81.68
            Operator
            81.69
            Operating
                Period Cash Flow Memorandum
            81.70
            Owners
                or Owner
            81.71
            Ownership
                Share
            81.72
            Prevailing
                Wage Act
            81.73
            Proposed
                Transferee
            81.74
            Reciprocal
                Conveyance Date
            81.75
            Remaining
                Owners
            91.76
            RTO
            91.77
            RUS
            91.78
            S&P
            91.79
            Secured
                Party
            91.80
            Site-Based
                Emissions
            91.81
            Site
                Representative
            91.82
            SPP
            91.83
            Total
                Gross Capacity
            91.84
            Transfer
                Share
            91.85
            Transferable
                Interests
            91.86
            Trigger
                Date
            91.87
            Uniform
                System of Accounts
            91.88
            Unit
                1 Owners
            91.89
            Unit
                1 Ownership Share
            91.90
            Unit
                2
            91.91
            Unit
                2 Debt Securities
            91.92
            Unit
                2 Owners
            91.93
            Unit
                2 Site
            91.94
            Voluntary
                Acquisition Election
            10






ARTICLE
                  II
              Iatan
                  Unit 2 Facility; Common Facilities; Creation and Adjustment of
                  Ownership
                  Interests Therein; Additional Units; Representations, Warranties
                  and
                  Covenants
              102.1
              Ownership
                  Shares in Iatan 2
              102.2
              Interests
                  in Real Property and Common Facilities
              112.3
              Adjustment
                  Upon Transfer
              142.4
              Additional
                  Units
              142.5
              Common
                  Facilities Additions and Retirements After the Reciprocal Conveyance
                  Date
              16ARTICLE
                  III
              Easements
                  for Interconnection and Transmission Facilities
              173.1
              Interconnection
                  and Transmission Facilities
              173.2
              Relocations
                  and Modifications
              173.3
              Personal
                  Property
              173.4
              Exclusive
                  Right, Title and Interest
              17ARTICLE
                  IV
              Construction
                  and Testing
              184.1
              Responsibility
                  for Construction
              184.2
              Responsibility
                  for Interconnection Facilities
              184.3
              In-Service
                  Operation Date
              184.4
              Construction
                  Power
              184.5
              Site
                  Representative
              184.6
              Reporting
              194.7
              Prevailing
                  Wage
              20ARTICLE
                  V
              Management
                  and Operation of the Iatan Unit 2 Facility
              205.1
              Management
                  Committee
              205.2
              Management
                  Committee Action
              215.3
              Operator
              215.4
              Unit
                  2 Facility Additions and Retirements
              245.5
              Damage,
                  Destruction or Condemnation
              24ARTICLE
                  VI
              Capacity
                  and Energy Entitlements; Financial Obligations; Access to Information;
                  Defaults; Emissions Allowance Credits; Regional Transmission
                  Organizations
              266.1
              Capacity
                  Entitlement
              266.2
              Energy
                  Entitlement
              26
   
 6.3
                Test
                    Energy
                266.4
                Financial
                    Obligations
                276.5
                Access
                    to Information
                276.6
                Default
                276.7
                Emission
                    Allowances
                316.8
                Quarterly
                    Allowance Requirement, Initial Share, and Allowance
                    Contribution
                316.9
                Annual
                    Adjustment of Allowance Contribution
                326.10
                Excess
                    Allowances
                326.11
                Procedures
                    for Transferring Allowances; Compliance Use Dates
                336.12
                Restrictions
                    on Allowance Transfers to Cover Excess Emissions
                336.13
                Acquisition
                    of Allowances by Operator, Reimbursement of Costs
                336.14
                Compliance
                    Not Measured on Unit Basis
                336.15
                Regional
                    Transmission Organizations
                346.16
                Transaction
                    with Other Parties
                34ARTICLE
                    VII
                Fuel
                    Supply
                357.1
                Procurement
                    of Fuel
                357.2
                Negotiation
                    and Renegotiation of Contracts
                357.3
                Ownership
                357.4
                Fuel
                    Supply Interruption
                357.5
                KCPL
                    Fuel Transportation
                35ARTICLE
                    VIII
                Financial
                    Responsibility
                358.1
                Demonstration
                    of Creditworthiness During Construction
                35ARTICLE
                    IX
                Taxes
                    and Insurance
                379.1
                Taxes;
                    Election Out of Partnership Treatment
                379.2
                Insurance
                38ARTICLE
                    X
                Partition;
                    Encumbrance; Transfer
                3910.1
                Partition
                3910.2
                Encumbrance
                3910.3
                Transfer
                4210.4
                Right
                    of First Refusal
                4210.5
                Restrictions
                    on Transfer of KCPL’s Obligation as Operator
                43









10.6
            Required
                Transfer of Common Facilities and Interest in Real
                Property
            4310.7
            Environmental
                Control Financing
            43ARTICLE
                XI
            Covenants
                and Obligations
            4411.1
            Equitable
                Servitudes
            4411.2
            Independent
                Covenants and Obligations
            4411.3
            Several
                Obligations
            4411.4
            Risk
                of Loss; Liability
            4411.5
            Indemnity
            4511.6
            Exculpation
            4511.7
            Equal
                Opportunity
            4511.8
            Buy
                American
            46ARTICLE
                XII
            Arbitration
            4612.1
            Controversies
            4612.2
            Notice
                to Arbitrate
            4612.3
            Selection
                of Arbitrator and Venue
            4612.4
            Scope
                of Arbitration
            4612.5
            Findings
                and Award
            4612.6
            Costs
            48ARTICLE
                XIII
            Force
                Majeure
            4813.1
            Force
                Majeure
            48ARTICLE
                XIV
            Accounting
                and Payment Procedures
            4814.1
            Planning
                of Cash Flow Requirements
            4814.2
            Record-Keeping;
                Accounting Manual
            4814.3
            Construction
                Fund
            49ARTICLE
                XV
            General
                Provisions
            4915.1
            Implementing
                and Confirmatory Instruments
            4915.2
            Waivers
            4915.3
            Notices
            4915.4
            Severability
            5015.5
            Governing
                Law
            5015.6
            Continued
                Effect of Other Agreements
            50









15.7
            Amendment
                to the Agreement
            5015.8
            Agreement
                Survives Departure of Owner or Owners
            5015.9
            Conflicts
                between Agreements
            5115.10
            Exhibits
            51ARTICLE
                XVI
            Term;
                Termination
            5116.1
            Effective
                Date and Term
            5116.2
            Termination
            5216.3
            Disposition
                Upon Abandonment
            52ARTICLE
                XVII
            Confidentiality
            5317.1
            Confidential
                Information
            5317.2
            Limitation
                on Disclosure of Documents
            53ARTICLE
                XVIII
            Private
                Use Covenant
            5418.1
            Private
                Use Covenant
            54ARTICLE
                XIX
            Representations
                and Warranties
            5519.1
            KCPL’s
                Representations and Warranties
            5519.2
            Aquila’s
                Representations and Warranties
            5619.3
            Empire’s
                Representations and Warranties
            5719.4
            KEPCO’s
                Representations and Warranties
            5719.5
            MJMEUC’s
                Representations and Warranties
            58ARTICLE
                XX
            Memorandum
                of Agreement
            5820.1
            Memorandum
                of Agreement
            58ARTICLE
                XXI
            Cooperation
            5821.1
            Cooperation
            58









**EXHIBITS**A
            Legal
                Description of Initial Iatan Station SiteB
            Legal
                Description ofNower
                PropertyC
            General
                Description of Existing Common FacilitiesD
            General
                Description of Common Facilities UpgradesE
            Form
                of Assignment and Assumption AgreementF
            Description
                of Unit 2G
            Permits,
                Authorization and ApprovalH
            Iatan
                Station Unit 2 Site Ground Lease, Nower Property Ground Lease, and
                Easement AgreementI-1
            Construction
                Period Cash Flow MemorandumI-2
            Operating
                PeriodCash
                Flow MemorandumJ
            Accounting
                Manual






**IATAN
        UNIT 2 AND COMMON FACILITIES OWNERSHIP AGREEMENT**
  This
        IATAN UNIT 2 AND COMMON FACILITIES OWNERSHIP AGREEMENT (this “ Agreement ”)
        is
        made as of May
        __,
        2006, by and among KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation
        (“ KCPL ”),
        AQUILA, INC., a Delaware corporation (“ Aquila ”),
        THE
        EMPIRE DISTRICT ELECTRIC COMPANY, a Kansas corporation (“ Empire ”),
        KANSAS ELECTRIC POWER COOPERATIVE, INC., a not-for-profit generation and
        transmission cooperative organized under the laws of the State of Kansas
        (“ KEPCO ”),
        and
        MISSOURI JOINT MUNICIPAL ELECTRIC UTILITY COMMISSION, a body public and
        corporate of the State of Missouri (“ MJMEUC ”)
        (each
        of KCPL, Aquila, Empire, KEPCO and MJMEUC, individually, an “ Owner ”
and,
        collectively, the “ Owners ”).
  **RECITALS**
  The
        Owners are engaged in the generation and transmission of electricity and
        its
        distribution and sale to the Owners’ respective customers, and intend to
        construct, own and operate a coal-fired electric generating facility of
        approximately 800-850 MW Net Generating Capacity (“ Unit 2 ”)
        on the
        East bank of the Missouri River, near the Upper Iatan Bend, in Platte County,
        Missouri.
  KCPL,
        Aquila and Empire (the “ Unit 1
        Owners ”)
        own as
        tenants in common, each with an undivided ownership interest, a coal-fired
        electric generating facility (“ Unit 1 ”)
        located adjacent to the proposed location of Unit 2 at the Initial Iatan
        Station Site (as hereinafter defined). KCPL operates Unit 1. The
        Unit 1 Owners also presently own as tenants in common, each with an
        undivided ownership interest, the Initial Iatan Station Site.
  Unit 1
        is and Unit 2 will be located on a parcel of real property that can
        accommodate up to four coal-fired generation units (the “ Initial
        Iatan Station Site ”).
        An
        adjacent parcel of real property will also be used in connection with the
        operation of Unit 1 and Unit 2 (“ Nower
        Property ”).
        KCPL
        is the sole owner of the Nower Property. The Initial Iatan Station Site and
        the
        Nower Property will be referred to collectively as the “ Iatan
        Station Site .”
Legal
        descriptions of the Initial Iatan Station Site and the Nower Property are
        attached as Exhibits
        A and B ,  respectively.
  The
        Unit 1 Owners have set forth their agreement with respect to Unit 1,
        the Initial Iatan Station Site, and certain common facilities in the Iatan
        Station Ownership Agreement dated July 31, 1978 (the “ Iatan
        Unit 1 Ownership Agreement ”).
  The
        Owners desire to participate in the construction of Unit 2 and ownership of
        the Iatan Unit 2 Facility (as hereinafter defined), and have agreed that
        the Iatan Unit 2 Facility shall be owned by the Owners as tenants in
        common, each with an undivided ownership interest therein as hereinafter
        provided.
  The
        Unit 1 Owners own certain common facilities now in existence and serving
        Unit 1 (as more fully described in Exhibit
        C , but
        excluding any existing fuel inventory for Unit 1 **,** the
        “ Existing
        Common Facilities ”)
        that
        are anticipated to be capable of joint utilization by and for Unit 1,
        Unit 2 and any Additional Units (as hereinafter defined).
  MJMEUC and
          KEPCO also **** desire
          to
          participate in the undivided ownership of the Existing Common Facilities
          to the
          extent they are utilized by Unit 2.
  The
          Unit 2 Owners intend to construct and own (in common with the Unit 1
          Owners as provided herein) certain enhancements and improvements to the
          Existing
          Common Facilities in order to facilitate the joint operation of Unit 1 and
          Unit 2 (such enhancements and improvements, as more fully described in Exhibit
          D ,
          the
“ Common
          Facilities Upgrades ”
and,
          together with the Existing Common Facilities, the “ Common
          Facilities ”).
  At
          the
          Closing (as defined below), pursuant to assignment and assumption agreements,
          the form of which is set out in Exhibit
          E ,
          KCPL
          shall transfer and assign to the other Owners certain undivided interests
          in
          permits related
          to Unit 2, and by virtue of the other Owners’ payment of certain costs,
          they shall acquire undivided interests in the balance of the Iatan Unit 2
          Facility and the Common Facilities and each such other Owner shall assume
          and
          agree to be bound by the provisions of all permits and
          other obligations under this Agreement to the extent of its Ownership Share
          therein as provided in Section 2.1 or Common Facilities Ownership Shares,
          as
          provided in Section 2.2, as applicable.
  This
          Agreement is executed for the purposes of (i) confirming the nature and
          extent
          of the respective ownership interests of the Owners in the Iatan Unit 2
          Facility and the Common Facilities and (ii) imposing certain covenants
          and
          obligations running with the rights, titles and interests of the Owners
          in and
          to the Iatan Unit 2 Facility and the Common Facilities, which covenants and
          obligations are intended to inure to the benefit of and be binding upon
          each of
          the Owners and any and all persons whomsoever having or claiming any right,
          title or interest therein by, from, through or under any of the
          Owners.
  NOW,
          THEREFORE, the Owners, each for itself, its successors and assigns, and
          for the
          benefit of the other, its successors and assigns, hereby covenant and agree
          as
          follows:
  **ARTICLE
          I**
  **Definitions**
  For
          purposes of this Agreement the following capitalized terms shall have the
          respective meanings set forth below.
  1.1  “Accounting
          Manual ”
shall
          have the meaning specified in Section 14.2.
  1.2  “Actual
          Emissions ”
shall
          have the meaning specified in Section 6.8(b).
  1.3  “Actual
          Fuel Costs ”
shall
          mean the total of the following component costs:
  (a)  the
          amount billed to KCPL by suppliers for coal and other fuel for the Iatan
          Unit 2 Facility, including any adjustments thereto;
  (b)  the
          amount billed to KCPL by suppliers for limestone, ammonia, and any other
          Fuel
          Commodity used in pollution control equipment for the Iatan Unit 2
          Facility, which are required and consumed as coal or other fuel is consumed,
          including any adjustments thereto;
  2
 Additional
              Unit
  Adverse
              Action
  Agreement
  Agreements
  Allowance
              Contribution
  Allowances Emission
              Allowances


1.10  “Appraised
      Value ”
shall
      have the meaning specified in Section 10.2(c).




1.11  “Aquila ”
shall
      have the meaning specified in the caption of this Agreement.




1.12  “Arrangements ”
shall
      have the meaning specified in Section 9.1(a).




1.13  “Bankruptcy
      Code ”
shall
      have the meaning specified in Section 5.3(b).




1.14  “Cash
      Flow Memorandum ”
shall mean,
      with respect to any construction (or reconstruction following a casualty loss)
      of Unit 2 or the Common Facilities, the Construction Period Cash Flow
      Memorandum, and otherwise, the Operating Period Cash Flow
      Memorandum.




1.15  “Certificates
      of Public Convenience and Necessity ”
shall
      mean the certificates issued in Kansas City Power & Light Co., Case No.
      17,895 (December 14, 1973) and Kansas City Power & Light Co., St. Joseph
      Light & Power Co. and The Empire District Co., Case No. EM-78-277 (July 28,
      1978).




1.16  “Closing”
      or “Closing Date ”
shall
      mean the time (i) at which KCPL transfers to each appropriate Owner (other
      than KEPCO, which shall be governed by Section 16.1(b)) pursuant
      to this Agreement and/or ancillary agreements an interest in permits, personal
      property and the
      real property acquired by KCPL for Unit 2 and/or the Common Facilities
      Upgrades through such time and (ii) each Owner (including
      KEPCO) pays
      to
      KCPL the portion of the Cost of Construction accrued through such time for
      the
      purchase of the Ownership Share or Common Facilities Ownership Share (as
      applicable) of that Owner as provided in this Agreement, in accordance with
      its
      terms, and (iii) each Owner (including
      KEPCO) assumes
      its respective liabilities therefor, as such time shall be stated in a notice
      of
      the Closing Date provided by KCPL to the other Owners at least 10 days before
      the Closing Date.




1.17  “Code ”
shall
      have the meaning specified in Section 9.1(a).




1.18  “Commercial
      Operation ”
shall
      mean Unit 2 shall have met all of the performance tests prescribed in
      KCPL’s test procedures for placing Unit 2 into commercial
      operation.




1.19  “Commercial
      Operation Date ”
shall
      mean the date on which Unit 2 achieves Commercial Operation.




1.20  “Commercially
      Reasonable Efforts ”
shall
      mean such diligent efforts, consistent with Good Utility Practice, that a party
      taking such actions would use in acting on its own behalf.




1.21  “Common
      Facilities ”
shall
      have the meaning specified in the Recitals to this Agreement.




1.22  “Common
      Facilities Ownership Share ”
shall
      have the meaning given in Section 2.2(g).




4





1.23  “Common
      Facilities Upgrades ”
shall
      have the meaning specified in the Recitals to this Agreement.




1.24  “Common
      Facilities Upgrades Completion Date ”
means
      the date construction and installation of the Common Facilities Upgrades is
      completed, as specified by the Operator in a notice to the Owners.




1.25  “Construction
      Period Cash Flow Memorandum ”
shall
      have the meaning specified in Section 14.1.




1.26  “Cost
      of Construction ”
shall
      mean all costs (excluding allowance for funds used during construction) incurred
      by KCPL in connection with the planning, design, licensing, permitting,
      acquisition, construction, completion, renewal, reconstruction, addition,
      upgrade, replacement or disposal of Unit 2, Common Facilities Upgrades,
      Interconnection Facilities (including those costs described in Section 4.2),
      or
      any portions of Unit 2 that are properly recordable to Unit 2 in
      accordance with the Electric
      Plant Instructions and in
      appropriate accounts as set forth in the Uniform System of Accounts. Costs
      of
      project development (other than costs associated with the acquisition and
      development of real property) incurred prior to May 1, 2004 shall not be
      included in Cost of Construction. Credits, reimbursements, refunds or rebates,
      including casualty insurance proceeds, with respect to amounts previously
      included in Cost of Construction, shall be applied as received to set off
      amounts otherwise due from the Owners at such time.




1.27  “Cost
      of Operation ”
shall
      mean all costs (excluding Actual Fuel Costs and financing costs) incurred by
      KCPL, in connection with the operation and maintenance of Unit 2, and
      Common Facilities that are properly recordable to Unit 2 in accordance with
      the Operating
      Expense Instructions and in
      appropriate accounts as set forth in the Uniform System of Accounts, and all
      such costs associated with pollution control facilities necessary for the
      operation of Unit 2. Credits, reimbursements, refunds or rebates, including
      casualty insurance proceeds, with respect to amounts previously included in
      Cost
      of Operation, shall be applied as received to set off amounts otherwise due
      from
      the Owners at such time.




1.28  “Covered
      Owner ”
shall
      have the meaning specified in Section 17.2.




1.29  “Defaulted
      Shares ”
shall
      have the meaning specified in Section 6.6(d).




1.30  “Emissions
      Projection ”
shall
      have the meaning specified in Section 6.8(b).




1.31  “Empire ”
shall
      have the meaning specified in the caption of this Agreement.


1.32  “EPA ”
shall
        have the meaning specified in Section 6.8(a).
  1.33  “Estimated
        In-Service Operation Date ”
shall
        mean, as of the date of this Agreement, June 1, 2010, which may be modified
        from
        time to time by KCPL, provided KCPL provides written notice of any modification
        to Owners.
  1.34  “Excess
        Allowances ”
shall
        have the meaning specified in Section 6.8(d).
   
 1.35  “Excess
          Share” shall have the meaning specified in Section 2.1(c).
  1.36  “Existing
          Common Facilities ”
shall
          have the meaning specified in the Recitals to this Agreement.
  1.37  “Force
          Majeure ”
shall
          mean causes not within the control of the party directly affected and claiming
          suspension of its obligations and which by the exercise of due diligence
          and
          foresight could not reasonably have been avoided, and shall be deemed to
          include, but not be limited to, acts of God, acts of civil or military
          authorities, acts of war or public enemy, acts of any court, regulatory
          agency
          or administrative body having jurisdiction, insurrections, riots, strikes
          or
          other labor disturbances, breakdown of or accidents to plant, equipment
          or
          facilities, fires, explosions, floods, drought, interruption of transportation,
          embargoes or other causes of a similar nature; provided, however, that
          any
          strike or other labor disturbance may be settled at the sole discretion
          of the
          party directly affected thereby; and provided, further, that the inability
          to
          pay money shall not constitute Force Majeure.
  1.38  “Fuel
          Commodity ”
or “Fuel
          Commodities” shall mean coal,
          oil, agricultural, mining or chemical products that are used in the process
          of producing
          steam or
          controlling emissions.
  1.39  “Fuel
          Commodity Ownership Percentage ”
shall
          mean each Owner’s percentage interest in and share of the Iatan Station Fuel
          Commodity inventory, as defined in Section V.B.2 of the Accounting Manual,
          attached as Exhibit J, as may be amended from time to time.
  1.40  “GAAP ”
shall
          mean generally accepted accounting principles as determined by the Financial
          Accounting Standards Board.
  1.41  “Good
          Utility Practice ”
shall
          mean, at any time, the standards, practices, methods and acts with respect
          to
          construction and operation of electrical generating facilities engaged
          in or
          approved by a significant portion of the electric utility industry at such
          time.
          Good Utility Practice is not intended to be limited to the optimum practice,
          method, or act to the exclusion of all others, but rather to be a spectrum
          of
          possible standards, practices, methods, or acts expected to accomplish
          the
          desired results, having due regard for, among other things, economic factors,
          manufacturers’ warranties and the requirements of governmental authorities of
          competent jurisdiction and the requirements of this Agreement. Notwithstanding
          any provision of this Agreement, failure to meet the Good Utility Practice
          standard shall not constitute a breach of this Agreement unless such failure
          constitutes gross negligence or willful misconduct.
  1.42  “Iatan
          Station Site ”
shall
          have the meaning specified in the Recitals to this Agreement.
  1.43  “Iatan
          Unit 1 Ownership Agreement ”
shall
          have the meaning specified in the Recitals to this Agreement.
  1.44  “Iatan
          Unit 2 Facility ”
shall
          mean the tangible and intangible personal property related to Unit 2,
          including the following:
  6
 
 (a)  equipment
            comprising Unit 2, including the boiler island, turbine-generator, fuel
            handling equipment, water treatment equipment, pollution control equipment,
            the
            buildings housing any such equipment, shops, warehouses, and the associated
            auxiliary equipment, all as more particularly described in Exhibit
            F ;
  (b)  the
            permits, authorizations and approvals listed in Exhibit
            G and all
            extensions, renewals and modifications thereof;
  (c)  inventories
            of materials and supplies (exclusive of fuels) for use exclusively in
            connection
            with Unit 2, including spare parts, tools and equipment; and
  (d)  such
            additions, betterments, improvements, facilities and other tangible property
            as
            may be acquired, constructed or installed, for use in connection with
            Unit 2 and appurtenances becoming part of Unit 2 hereunder; provided
            that the same shall have been acquired, constructed or installed for
            joint or
            common use among the Owners as a portion of the Iatan Unit 2 Facility and
            owned by the Owners as tenants in common under the provisions of this
            Agreement.
  1.45  “Indemnified
            Owner ”
shall
            have the meaning specified in Section 11.5.
  1.46  “Initial
            Iatan Station Site ”
shall
            have the meaning specified in the Recitals to this Agreement.
  1.47  “Initial
            Net Accredited
            Capacity ”
shall
            mean the electrical rating achieved by a unit at the time it was placed
            into
            service, minus the generation capacity required to operate its related
            auxiliary
            equipment and transformers, all as measured in accordance with SPP’s
            then-applicable criteria for uniform rating of generation
            equipment.
  1.48  “In-Service
            Operation Date ”
shall
            mean the date, as specified in a notice by KCPL to the other Owners,
            at which
            Unit 2 satisfies the in-service criteria established in In the Matter of a
            Proposed Experimental Regulatory Plan of Kansas City Power & Light Company,
            Case No. EO-2005-0329.
  1.49  “Insolvency
            or Seizure ”
shall
            have the meaning specified in Section 5.3(b).
  1.50  “Interconnection
            Facilities ”
shall
            have the meaning specified in Section 4.2.
  1.51  “KCPL ”
shall
            have the meaning specified in the caption of this Agreement.
  1.52  “KCPL
            Acquisition Election ”
shall
            have the meaning specified in Section 10.2(c).
  1.53  “KEPCO ”
shall
            have the meaning specified in the caption of this Agreement.
  1.54  “KEPCOAttributable
              Ownership Rights ”
shall
              have the meaning specified in Section 16.1(b).
  1.55  “Lapse
                Date” shall have the meaning specified in Section
                10.2(c).
 7
 1.56  “Management
                  Committee” shall have the meaning specified in Section 5.1.
  1.57  “Minimum
                  Operable Capacity ”
shall
                  mean the minimum Net Generation Output that Unit 2 must generate in order
                  to operate in a reliable and economic manner.
  1.58  “MJMEUC ”
shall
                  have the meaning specified in the caption of this Agreement.
  1.59  “Moody’s ”
shall
                  have the meaning specified in Section 8.1(a).
  1.60  “Net
                  Generating Capacity ”
shall
                  mean the Total Gross Capacity of a unit minus the generation capacity
                  that must
                  be used to operate the auxiliary equipment and transformers associated
                  with the
                  unit and any associated common facilities.
  1.61  “Net
                  Generation Output ”
shall
                  mean at any time the actual generation output of Unit 1 or Unit 2, as
                  the case may be, minus the energy that must be used to operate
                  the Common
                  Facilities, auxiliary equipment and transformers associated with
                  such
                  units.
  1.62  “Nominal
                  Gross Capacity ”
shall
                  mean the Total Gross Capacity measured at the generation terminals.
  1.63  “Non-Financial
                  Default ”
shall
                  have the meaning specified in Section 6.6(a).
  1.64  “Notice
                  to Arbitrate ”
shall
                  have the meaning specified in Section 12.2.
  1.65  “Nower
                  Property ”
shall
                  have the meaning specified in the Recitals to this Agreement.
  1.66  “Other
                  Owner Acquisition Election ”
shall
                  have the meaning specified in Section 10.2(c).
  1.67  “Operable
                  Unit(s) ”
shall
                  have the meaning given in Section 5.5(b).
  1.68  “Operator ”
shall
                  have the meaning specified in Section 5.3(a).
  1.69  “Operating
                  Period Cash Flow Memorandum ”
shall
                  have the meaning specified in Section 14.1.
  1.70  “ Owners ”
or
                  “ Owner ”
shall
                  have the meaning specified in the caption of this Agreement.
  1.71  “Ownership
                  Share ”
shall
                  have the meaning specified in Section 2.1(a).
  1.72  “Prevailing
                  Wage Act” shall have the meaning specified in Section 4.7.
  1.73  “Proposed
                  Transferee ”
shall
                  have the meaning specified in Section 10.4(a).
  1.74  “Reciprocal
                  Conveyance Date ”
means
                  a
                  date following the Common Facilities Upgrade Completion Date but
                  prior to the
                  Commercial Operation Date, as specified by the
  8
 
 operator
                    in a notice to the Owners, upon which MJMEUC and KEPCO will acquire
                    shares of
                    the Existing Common Facilities.
  1.75  “Remaining
                    Owners ”
shall
                    have the meaning specified in Section 10.4(a).
  1.76  “RTO ”
shall
                    have the meaning specified in Section 6.15.
  1.77  “RUS ”
shall
                    have the meaning specified in Section 10.2(b).
  1.78  “S&P ”
shall
                    have the meaning specified in Section 8.1(a).
  1.79  “Secured
                    Party ”
shall
                    have the meaning specified in Section 10.2(b).
  1.80  “Site-Based
                    Emissions ”
shall
                    have the meaning specified in Section 6.14.
  1.81  “Site
                    Representative ”
shall
                    have the meaning specified in Section 4.5.
  1.82  “SPP ”
shall
                    mean the Southwest Power Pool, Inc. or any
                    successor.
  1.83  “Total
                    Gross Capacity ”
shall
                    mean the maximum sustained amount of electric power that a
                    unit is
                    capable of generating in stable operation, as determined from
                    time
                    to time in
                    accordance with SPP’s then applicable criteria for
                    uniform rating of generation equipment.
  1.84  “Transfer
                    Share ”
shall
                    have the meaning specified in Section 10.4(a).
  1.85  “Transferable
                    Interests ”
shall
                    have the meaning specified in Section 10.2(c).
  1.86  “Trigger
                    Date ”
shall
                    have the meaning specified in Section 10.2(c).
  1.87  “Uniform
                    System of Accounts ”
shall
                    mean the Federal Energy Regulatory Commission Uniform System
                    of Accounts
                    prescribed for Public Utilities (Class A and Class B), as amended
                    from time to
                    time.
  1.88  “Unit 1
                    Owners ”
shall
                    have the meaning specified in the Recitals to this Agreement.
  1.89  “Unit 1
                    Ownership Share” means “Ownership Share” or “Ownership Shares ”
as
                    defined in Section 1.5 of the Iatan Unit 1 Ownership
                    Agreement.
  1.90  “Unit 2 ”
shall
                    have the meaning specified in the Recitals to this Agreement.
  1.91  “Unit 2
                    Debt Securities ”
shall
                    have the meaning specified in Section 17.2.
  1.92   “Unit 2
                    Owners ”
shall
                    mean KCPL, Aquila, Empire, KEPCO and MJMEUC.
  1.93  “Unit 2
                    Site ”
shall
                    mean that portion of the Initial Iatan Station Site on which
                    Unit 2 and its
                    related facilities will be located.
   
 1.94  “Voluntary
                      Acquisition
                      Election ”
shall
                      have the meaning specified in Section 6.6(d).
  **ARTICLE
                      II**
  **Iatan
                      Unit 2 Facility; Common Facilities; Creation and Adjustment of Ownership
                      Interests**
 **Therein;
                      Additional Units; Representations, Warranties and
                      Covenants**
  2.1  Ownership
                      Shares in Iatan Unit 2 Facility.
  (a)  The
                      Owners shall, pursuant to this Agreement, the Assignment and
                      Assumption
                      Agreement and, where appropriate, other instruments, take and
                      receive title to
                      and thereafter own the Iatan Unit 2 Facility as tenants in common, each
                      with undivided ownership interests therein, expressed as percentages,
                      as
                      follows:
  **Iatan
                                Unit 2 Facility Ownership Shares**
                              **(with
                                corresponding anticipated capacity entitlement based
                                on 850 MW Net
                                Generating Capacity)**KCPL
                            Aquila
                            Empire
                            MJMEUC
                            KEPCO54.71%
                              (465
                                MW)
                            18.00%
                              (153
                                MW)
                            12.00%
                              (102
                                MW)
                            11.76%
                              (100
                                MW)
                            3.53%
                              (30
                                MW)
 
 For
                      each
                      Owner, the percentage set forth above for such Owner is herein
                      called such
                      Owner’s “ Ownership
                      Share .”
  (b)  If
                      the
                      projected Net Generating Capacity of Unit 2, as reasonably determined
                      by KCPL after the award of the contracts for the boiler island
                      and turbine, is
                      greater than or less than 850 MW, the Ownership Share of certain
                      Owners shall be
                      revised as follows: (i) MJMEUC’s Ownership Share shall be revised such that its
                      Ownership Share equals the percentage necessary for MJMEUC
                      to be entitled,
                      pursuant to Sections 6.1 and 6.2 (assuming Net Generation Output
                      is equal to the
                      then current projected Net Generating Capacity of
                      Unit 2 ),
                      to 100
                      MW of capacity and associated energy from Unit 2; (ii) KEPCO’s Ownership
                      Share shall be revised such that its Ownership Share equals
                      the percentage
                      necessary for KEPCO to be entitled, pursuant to Sections 6.1
                      and 6.2 (assuming
                      Net Generation Output is equal to the then current projected
                      Net Generating
                      Capacity of
                      Unit 2 ),
                      to 30
                      MW of capacity and associated energy from Unit 2; (iii) Aquila and Empire
                      shall have the right to retain their respective eighteen percent
                      (18%) and
                      twelve percent (12%) Ownership Shares, as set forth in Section
                      2.1(a),
                      irrespective of the Net Generating Capacity of Unit 2; and (iv) KCPL’s
                      Ownership Share shall be revised such that it owns the remaining
                      Ownership
                      Shares following the allocations of Ownership Shares to the
                      other Owners as set
                      forth herein. In the case of an adjustment of Ownership Shares
                      pursuant to this
                      Section 2.1(b), the parties shall make such balancing payments
                      among one another
                      such that the Cost of Construction paid by each Owner (after
                      the netting of such
                      balancing payments) shall equal such Owner’s Ownership Share of the total Cost
                      of Construction incurred through the date of such balancing
                      payments.
  (c)  If,
                      prior
                      to the first notice from the Operator pursuant to Section 6.4,
                      an Owner
                      determines that it desires to reduce its Ownership Share, the
                      amount (expressed
                      as a
  10
 
 percentage)
                        by which such Ownership Share is to be reduced (the “ Excess
                        Share ”)
                        shall
                        be allocated among the other Owners as follows: (i) first,
                        between Aquila and
                        Empire, in proportion to their Ownership Shares at the time
                        of allocation, until
                        their collective Ownership Shares equal thirty percent (30%);
                        (ii) then, if any
                        portion of such Excess Share remains unallocated, to KCPL,
                        until its Ownership
                        Share equals the percentage necessary for KCPL to be entitled,
                        pursuant to
                        Sections 6.1 and 6.2 (assuming Net Generation Output is equal
                        to the then
                        current projected Net Generating Capacity of
                        Unit 2 ),
                        to 500
                        MW of capacity and associated energy from Unit 2; and (iii) then, if any
                        portion of such Excess Share remains unallocated, to KEPCO,
                        until its Ownership
                        Share equals the percentage necessary for KEPCO to be entitled,
                        pursuant to
                        Sections 6.1 and 6.2 (assuming Net Generation Output is equal
                        to the then
                        current projected Net Generating Capacity of
                        Unit 2 ),
                        to 50
                        MW of capacity and associated energy from Unit 2; and (iv) then, if any
                        portion of such Excess Share remains unallocated, to MJMEUC,
                        until its Ownership
                        Share equals the percentage necessary for MJMEUC to be entitled,
                        pursuant to
                        Sections 6.1 and 6.2 (assuming Net Generation Output is equal
                        to the then
                        current projected Net Generating Capacity of Unit 2), to
                        100 MW of capacity and
                        associated energy from Unit 2; and (v) if, after giving effect to this
                        allocation process, any Excess Share remains unallocated,
                        such Excess Share
                        shall be allocated to KCPL. Each Owner, including KCPL, shall
                        have the right to
                        accept or reject all or a portion of its allocation of any
                        Excess Share in its
                        sole discretion. If any Excess Share remains unallocated
                        following the process
                        set forth in this Section 2.1(c), the Owner seeking to reduce
                        its Ownership
                        Share shall retain the unaccepted portion of the Excess Share
                        and remain
                        obligated under the terms of this Agreement for the obligations
                        associated with
                        such Ownership Share.
  (d)  Each
                        Owner’s Ownership Share shall be subject to adjustment from time
                        to time as
                        provided for in Sections 2.1, 2.3, and 6.6. The rights, titles
                        and interests of
                        the Owners in and to the Iatan Unit 2 Facility and any and all portions
                        thereof, as the same may exist from time to time, shall be
                        as provided for under
                        this Agreement, and the covenants and obligations herein
                        shall inure to the
                        benefit of, and shall be binding upon their respective successors
                        and
                        assigns.
  2.2 Interests
                        in Real Property and Common Facilities .
  (a)  On
                        the
                        Closing Date, the Unit 1 Owners shall execute and deliver a ground lease in
                        recordable form ̧ the form of which is set out in Exhibit H, that grants to
                        MJMEUC and to KEPCO certain property rights with respect
                        to the real property on
                        which Unit 2 and the Common Facilities are or will be located, subject
                        to
                        the provisions of this Agreement, and subject to any necessary
                        regulatory or
                        lender approval or release of any applicable mortgage indenture.
                        KCPL will use
                        Commercially Reasonable Efforts to obtain any necessary regulatory
                        or lender
                        approval or release of any applicable mortgage indenture.
                        If KCPL fails to
                        obtain said approvals or releases within twelve (12) months
                        of the execution
                        date of this Agreement, KCPL shall reimburse any affected
                        Owner for all payments
                        made by said Owner prior to such date with respect to amounts
                        described in the
                        Agreements. Such ground lease, or at the Unit 1 Owners’ discretion, a
                        memorandum of lease with respect thereto, shall be recorded
                        in the offices of
                        the Recorder of Deeds for Platte County, Missouri. Such ground
                        lease shall be
                        subject to the restrictions and limitations expressed in
                        this Agreement as to
                        use or enjoyment of such easements or rights of way.
  11
 
 
 (b)  On
                        the
                        Closing Date, KCPL shall execute and deliver (or
                        include in the ground lease described in Section 2.2(a)) a
                        ground
                        lease in recordable form that grants to the other Owners
                        certain property rights
                        with respect to the Nower Property, subject to the provisions
                        of this Agreement,
                        and subject to any regulatory and lender approval and release
                        of any applicable
                        mortgage indenture. Such ground lease, or at KCPL’s discretion, a memorandum of
                        lease with respect thereto, shall be recorded in the
                        offices of the Recorder of Deeds for Platte County, Missouri.
                        Such ground lease
                        shall be subject to the restrictions and limitations expressed
                        in this Agreement
                        as to use or enjoyment of such easements or rights of way.
  (c)  On
                        the Closing Date,
                        each of the Owners shall execute and deliver, if required,
                        one or more easements
                        and rights of way in recordable form granting all other Owners
                        the right to
                        construct, install, operate, maintain, repair and replace,
                        at their own cost and
                        expense, at, on, along, over, under and across the Iatan
                        Station Site such
                        interconnection and transmission facilities as are described
                        in Section 3.1 of
                        this Agreement, subject, however, to any necessary regulatory
                        or lender
                        approval, release of any applicable mortgage indenture, and
                        the restrictions and
                        limitations expressed in this Agreement as to use or enjoyment
                        of such easements
                        or rights of way.
  (d)  Instruments
                        affecting the Iatan Station Site as provided in paragraphs
                        (a) and (b) above
                        and, if required, the easements and rights of way referred
                        to in Article III,
                        shall be filed of record and recorded in the offices of the
                        Recorder of Deeds
                        for Platte County, Missouri, in the order of precedence herein
                        stated.
  (e)  From
                        time
                        to time, to the extent required in the judgment of the Operator
                        to permit the
                        efficient and economical construction, siting, operation,
                        or removal of
                        Unit 2 or the Common Facilities, the Owners shall convey, if required,
                        such
                        other easements and other rights in the Iatan Station Site
                        and/or the Common
                        Facilities as the Operator may request, subject to, as necessary,
                        regulatory and
                        lender approval and release of any applicable mortgage indenture.
 (f) On
                          the
                          Reciprocal Conveyance Date:
  (i) to
                          the
                          extent necessary to accomplish the ownership interests
                          provided in Section
                          2.2(g) of this Agreement, the Unit 1 Owners shall execute and deliver one
                          or more bills of sale or other instruments conveying title
                          to the Existing
                          Common Facilities in the appropriate undivided interest
                          percentages at book
                          value to the Owners and their successors and assigns, as
                          tenants in common,
                          subject to the provisions of this Agreement and subject
                          to any necessary
                          regulatory and lender approval and release of any applicable
                          mortgage indenture
                          (provided, however, that any Owner whose ownership interest
                          in the Existing
                          Common Facilities is the same percentage as the Owner’s Common Facilities
                          Ownership Share shall not be required to transfer title
                          to Existing Common
                          Facilities under this Section of the Agreement); and
  (ii) the
                          Unit 2 Owners shall, if necessary, execute and deliver one or
                          more bills of
                          sale or other instruments conveying title to the Common
                          Facilities in the
                          appropriate undivided interest percentages (as determined
                          pursuant to Section
                          2.2(g)) at actual cost to the Owners and their respective
                          successors and
                          assigns, as tenants in common, subject to the provisions
                          of this Agreement and
                          subject to any necessary regulatory and lender approval
                          and release of any
                          applicable mortgage indenture.
   
 (g) The
                              Owners shall, by paying their allocable shares of Common
                              Facilities Upgrade
                              costs and pursuant to the various conveying documents
                              with respect to the
                              Existing Common Facilities pursuant to Section 2.2(f),
                              take and receive title to
                              and thereafter own the Common Facilities as tenants
                              in common, each with an
                              undivided interest therein as determined for each Owner
                              in accordance with the
                              following formula and expressed as a percentage:
  Each
                              Owner’s Common Facilities Ownership Share equals the total
                              number of net
                              megawatts that each Owner is entitled to receive from
                              all of the coal-fired
                              generating units located at the Initial Iatan Station
                              Site divided by the
                              combined N et G eneratin g  C apacity of the
                              coal-fired units located at the Initial Iatan Station
                              Site .
                              Based
                              on the current expectations, the initial Common Facilities
                              Ownership Shares are
                              projected to be as follows:
 Class
                                      of Property
                                  Interests
                                      in Common FacilitiesKCPL
                                  Aquila
                                  Empire
                                  MJMEUC
                                  KEPCOCommon
                                      Facilities
                                    
                                    
                                    (based
                                      upon each Owner’s respective capacity from all units operating
                                      at the
                                      Initial Iatan Station Site)
                                  61.45%
                                  18.00%
                                  12.00%
                                  6.58%
                                  1.97%
 
 For
                            each
                            Owner, the percentage resulting from the formula set forth
                            above for such Owner
                            in respect of Common Facilities is herein called such
                            Owner’s “ Common
                            Facilities Ownership Share .”
                            Subject to any necessary regulatory or lender approval
                            and release of any
                            applicable mortgage indenture, the Owners’ Common Facilities Ownership Shares
                            shall be recalculated, in accordance with the formula
                            set forth above, only in
                            the following circumstances, unless otherwise agreed
                            by all affected
                            Owners:
  (i)  Upon
                            the
                            Reciprocal Conveyance Date, if the Net Generating Capacity
                            of Unit 2 as then
                            projected is at least five percent (5%) higher or lower
                            than the projected Net
                            Generating Capacity of Unit 2 used to determine KEPCO’s and MJMEUC’s Ownership
                            Shares pursuant to Section 2.1(b), or if the Net Generating
                            Capacity of Unit 1
                            has changed by at least five percent (5%) since such
                            determination of KEPCO’s
                            and MJMEUC’s Ownership Shares; provided, however, that such allocation
                            shall
                            only occur if a change in Net Generating Capacity results
                            in a material net
                            increase in the usage of the Common Facilities and corresponding
                            net increase in
                            the cost of operating and maintaining the Common Facilities.
                            The revised Common
                            Facilities Ownership Shares shall be used as the basis
                            for the acquisition by
                            KEPCO and MJMEUC of their shares of Existing Common Facilities,
                            and any
                            overpayment or underpayment by KEPCO and MJMEUC of costs
                            of Common Facilities
                            Upgrades resulting from the adjustment of their Common
                            Facilities Ownership
                            Shares shall be adjusted against their purchase price
                            for the Existing Common
                            Facilities.
  (ii) Subsequent
                            to the Reciprocal Conveyance Date, upon any cumulative
                            change in rated Net
                            Generating Capacity, since the last calculation of Common
                            Facilities Ownership
                            Shares, of at least five percent (5%) (higher or lower)
                            of any unit on the
                            Initial Iatan Station Site that utilizes the Common Facilities;
                            provided,
                            however, that such allocation shall only occur if a change
                            in Net Generating
                            Capacity results in a material net
                            increase in the usage of the Common Facilities and corresponding
                            net increase in
                            the
  13
 
 cost
                              of
                              operating and maintaining the Common Facilities. Revised
                              Common Facilities
                              Ownership Shares resulting from adjustments under this
                              subsection (ii) shall
                              apply prospectively only ( *i.e.* ,
                              affecting responsibility for ongoing costs of operations
                              and maintenance,
                              capital additions, repairs, and the like, and for other
                              liabilities relating to
                              the Common Facilities), unless the affected parties
                              agree otherwise.
  (iii)  Upon
                              the
                              placement into service of any Additional Unit on the
                              Initial Iatan Station Site
                              that utilizes the Common Facilities and in connection
                              with changes in Common
                              Facilities Ownership Shares under this subsection (iii),
                              KCPL and any party
                              owning an interest in an Additional Unit shall be required
                              to purchase the
                              difference between any other Owner’s formerly determined Common Facilities
                              Ownership Share and its newly determined Common Facilities
                              Ownership Share,
                              pursuant to Section 2.4(b), except to the extent that
                              such purchase is effected
                              by one or more other owners of the Additional Unit(s).
  (iv)  Upon
                              the
                              retirement or abandonment of any coal-fired unit located
                              on the Initial Iatan
                              Station Site that utilizes the Common Facilities, the
                              owners that have an
                              ownership interest in the remaining coal-fired units
                              shall purchase the Common
                              Facilities, only to the extent they are necessary to
                              operate the remaining
                              coal-fired units, from the owner(s) whose Common Facilities
                              Ownership Shares
                              have decreased as a result of the retirement or abandonment.
                              The purchase and
                              sale between the owners shall take place at the depreciated
                              original cost, plus
                              any allowance for funds used during construction, or
                              in the case of KEPCO or
                              MJMEUC, capitalized interest or other similar cost
                              component.
  (v) As
                              provided in Section 6.6(c) or (d), in connection with
                              defaults under this
                              Agreement, with transfers and/or adjustments to the
                              Common Facilities Ownership
                              Shares of all affected Owners being accomplished pursuant
                              to those
                              provisions.
  (h) The
                              rights, title and interests of the Owners in and to
                              the Common Facilities and
                              any and all portions thereof, as the same may exist
                              from time to time, shall be
                              as provided for under this Agreement, and the covenants
                              and obligations herein
                              shall inure to the benefit of, and shall be binding
                              upon their respective
                              successors and assigns.
  2.3  Adjustment
                              Upon Transfer .
                               Each Owner shall have the right to and may cause an
                              adjustment of
                              its Ownership Share and **** Common
                              Facilities Ownership Share by transfer under Section 10.3 or 10.4,
                              subject, however, to the
                              receipt of (i) an amendment or supplement hereto reflecting
                              such adjustment and
                              (ii) appropriate releases of any encumbrance thereon
                              and compliance with the
                              provisions of any security agreement related thereto,
                              as contemplated in Section
                              10.2.
  2.4  Additional
                              Units .
  (a) KCPL
                              may,
                              at its sole discretion, cause or permit (i) the construction
                              and operation of an
                              Additional Unit or Additional Units and all facilities
                              related thereto on the
                              Initial Iatan Station Site, and (ii) the relocation
                              or modification of any of
                              the facilities and property then included in Iatan
                              Unit 2 Facility and any
                              solely-owned facilities then located on the Initial
                              Iatan Station
                              Site for construction and operation of any such Additional
                              Unit and its related
                              facilities;
  14
 
 provided
                                (A) that such construction and operation will not
                                unreasonably interfere with or
                                materially impair the use of the facilities and property
                                then included in the
                                Initial Iatan Station Site or otherwise located on
                                the Initial Iatan Station
                                Site, or materially impair the generation output
                                of Unit 2 or materially
                                increase the costs of owning and/or operating Unit 2, (B) that, to the
                                extent appropriate, proportional adjustments of the
                                Common Facilities Ownership
                                Shares shall be made, by the Unit 2 Owners
                                pursuant to the formula in Section 2.2(g), to reflect
                                the changed undivided
                                ownership interests of the Owners in the Common Facilities
                                and the Initial Iatan
                                Station Site as capital transactions, subject to
                                compliance with the applicable
                                provisions of any related security agreement contemplated
                                in Section 10.2
                                hereof, (C) that the use of the Common Facilities
                                by any Additional Units shall
                                not materially impair the generation output of Unit 2 or materially
                                increase the costs of owning and/or operating Unit 2 or the Common
                                Facilities, and (D) that all other costs thereof,
                                including any such relocation
                                or modification costs, are borne by the owners of
                                such Additional Unit(s). Notwithstanding
                                the provisions of Sections 15.6 and 15.9 of this
                                Agreement, this Section 2.4(a)
                                shall not be deemed to amend Section 1.8 of the Iatan
                                Unit 1 Ownership
                                Agreement.
  (b) Subject
                                to any necessary regulatory or lender approval or
                                release of any applicable
                                mortgage indenture, the proportional adjustments
                                to be made in such undivided
                                ownership interests in the Common Facilities prior
                                to the construction of any
                                Additional Unit shall be reflected by purchases and
                                sales (at the depreciated
                                original cost thereof to the selling Owner, including
                                any allowance for funds
                                used during construction or in the case of KEPCO
                                or MJMEUC, capitalized interest
                                or other similar cost component) of such portions
                                thereof as will result in the
                                revised Common Facilities Ownership Shares of all
                                Owners and the
                                owners of such Additional Unit in the
                                Common Facilities as determined in
                                a
                                manner consistent with the
                                formula set forth in Section 2.2(g) taking
                                into account the owners of such Additional Unit .
  (c) Subject
                                to any necessary regulatory or lender approval or
                                release of any applicable
                                mortgage indenture, and if appropriate, the proportional
                                adjustments to be made
                                in such undivided ownership interests in the Initial
                                Iatan Station Site, prior
                                to the construction of any Additional Unit, shall
                                be reflected by purchases and
                                sales (at the depreciated original cost thereof to
                                the selling Owner, including
                                any allowance for funds used during construction
                                properly recorded on the books
                                of such seller) of such portions thereof as will
                                adjust the Ownership Shares of
                                the affected Owners, including the owners of such
                                Additional Unit, in proportion
                                to their ownership interests in the Total Gross Capacity,
                                as related to the
                                Initial Net Accredited Capacity, of all units including
                                the Nominal Gross
                                Capacity of the Additional Unit to be constructed
                                at the Initial Iatan Station
                                Site in proportion to (x) their resultant ownership
                                interests in those Common
                                Facilities applicable to all four units contemplated
                                at the Initial Iatan
                                Station Site, times (y) the number of units constructed
                                at the Initial Iatan
                                Station Site including the Additional Unit then to
                                be constructed, divided by
                                (z) four; provided that KCPL’s ownership interest in the Initial Iatan Station
                                Site shall also include those portions of the Initial
                                Iatan Station Site
                                allocable to the remaining four units ( *i.e.* ,
                                exclusive of the existing and the Additional Unit
                                then to be constructed) at the
                                Initial Iatan Station Site.
  (d) It
                                  is
                                  intended that the Common Facilities for Unit 2 will not include any
                                  facilities that are exclusively for any Additional
                                  Units. Facilities that have
                                  no relation to a particular unit will not be allocated
                                  to the owners of such
                                  unit.
   
 (e) Notwithstanding
                                    anything in this Section 2.4, neither MJMEUC
                                    nor KEPCO shall be required to
                                    obtain an ownership interest in the Initial Iatan
                                    Station Site.
  2.5 Common
                                    Facilities Additions and RetirementsAfter
                                    the Reciprocal Conveyance Date .
  (a) The
                                    Management Committee shall cause to be made such
                                    property additions to (whether
                                    in the nature of an operating, maintenance, or
                                    capital expense) and retirements
                                    from the facilities and property constituting
                                    the Common Facilities in the
                                    ordinary course of operation and ownership of
                                    the Common Facilities as may, from
                                    time to time, be deemed by the Management Committee
                                    to be necessary or
                                    desirable. Such additions and retirements shall
                                    be set forth in the annual
                                    operating and capital budget to the extent practicable.
  (b) Each
                                    Owner shall pay for the cost of any such property
                                    addition thereto or the
                                    expenses relating to the retirement therefrom
                                    in the same percentage as its
                                    Common Facilities Ownership Share, in accordance
                                    with Article XIV. The rights,
                                    titles and interests of any Owner in and to any
                                    such property addition shall be
                                    proportionate to its Common Facilities Ownership
                                    Share.
  (c) Upon
                                    removal or retirement of any facilities or property
                                    included in any portion of
                                    the Common Facilities and subject to compliance
                                    with the applicable provisions
                                    of any related security agreement contemplated
                                    herein, the Management Committee
                                    may either (i) divide or partition such removed
                                    or retired facilities or
                                    property, or (ii) sell or otherwise dispose of
                                    such removed or retired
                                    facilities or property and distribute the net
                                    proceeds thereof to or for the
                                    account of the Owners in proportion to their
                                    respective Common Facilities
                                    Ownership Shares.
  (d) If
                                    after
                                    the Commercial Operation Date, the Operator shall
                                    determine that, in order to
                                    fully utilize the then current Net Generating
                                    Capacity of Unit 1 and/or
                                    Unit 2 in compliance with any law, treaty, rule or
                                    regulation of the United
                                    States, the States of Missouri or Kansas or any
                                    instrumentality, agency or
                                    political subdivision of any thereof or any order
                                    or other determination of, or
                                    stipulation under the jurisdiction of, any court
                                    or administrative body of any
                                    thereof, or any determination of an arbitrator,
                                    it is necessary or advisable to
                                    construct an addition, upgrade, refurbishment
                                    or other change to the Common
                                    Facilities (any of the foregoing, an “ Upgrade ”)
                                    not
                                    authorized pursuant to Section 2.5(a), then the
                                    Operator shall so notify each
                                    member of the Management Committee in writing,
                                    shall develop a budget and plan
                                    for effecting such Upgrade and shall consult
                                    with the Management Committee with
                                    respect thereto. After such consultation, the
                                    Operator may proceed to construct
                                    (or contract for the construction of) such Upgrade.
                                    It shall be the obligation
                                    of the Owners to pay for the costs of such Upgrade
                                    in proportion to their Common
                                    Facilities Ownership Shares within ten (10) days
                                    of presentation of an invoice
                                    for such costs from time to time, and, upon completion
                                    thereof, the Owners’
rights, titles and interests therein shall be
                                    as provided under this
                                    Agreement.
   
 **ARTICLE
                                      III**
  
  **Easements
                                      for Interconnection and Transmission Facilities**
  3.1 Interconnection
                                      and Transmission Facilities . 
                                      Subject to the approval of the
                                      Management Committee ,
                                      which
                                      shall not be unreasonably withheld, each Owner
                                      shall have the right to
                                      construct, install, own, operate, maintain,
                                      repair and replace, at its own cost
                                      and expense, at, on, along, over, under and
                                      across the Initial Iatan Station
                                      Site, such interconnection and transmission
                                      facilities as are reasonably
                                      required (i) to enable it to deliver to its
                                      own system the electric power and
                                      energy that it is entitled to receive from
                                      Unit 2, (ii) to establish
                                      interconnections between its system and the
                                      systems of others, and/or (iii) to
                                      connect separated portions of its own system
                                      facilities, provided that such
                                      solely-owned interconnection and transmission
                                      facilities shall be so installed,
                                      operated and maintained as not unreasonably
                                      to interfere with or materially
                                      impair the use of Unit 1, Unit 2, any Additional Unit, the Common
                                      Facilities, other generation facilities or
                                      any then existing facilities located
                                      on the Iatan Station Site or the ultimate full
                                      utilization of any thereof. To
                                      the extent any Owner exercises any rights under
                                      this Section, such Owner shall
                                      indemnify the remaining Owners for any liability
                                      resulting from the
                                      construction, installation, operation or retirement
                                      of interconnection and
                                      transmission facilities. Any facilities built
                                      pursuant to this Section shall be
                                      removed from the Iatan Station Site upon the
                                      retirement or abandonment of
                                      Unit 2 subject to any required RTO approval.
  3.2 Relocations
                                      and Modifications . 
                                      In the event an Owner proposes to install and
                                      operate any such solely-owned
                                      interconnection and transmission facilities
                                      hereunder that would require the
                                      relocation or modification of any then existing
                                      facilities located on the
                                      Initial Iatan Station Site but would otherwise
                                      meet the requirements of this
                                      Article, such Owner shall have the right to
                                      cause such relocation or
                                      modification, provided (A) it will not materially
                                      impair the generation output
                                      of Unit 2 or materially increase the cost of owning
                                      and/or operating
                                      Unit 2 or materially impair or increase the costs
                                      of the use of any
                                      existing interconnection and transmission facilities,
                                      and (B) all costs
                                      associated with the relocation or modification
                                      are borne by such
                                      Owner.
  3.3 Personal
                                      Property . 
                                      All interconnection and transmission facilities
                                      installed by an Owner at its own
                                      cost pursuant to the provisions of this Article
                                      III shall be and remain the sole
                                      property of the Owner installing them; shall
                                      not be a portion of Unit 1,
                                      Unit 2, the Common Facilities, Additional Units
                                      or other generation
                                      facilities; shall, where practicable, be identified
                                      by distinctive marking as
                                      the property of such Owner; and shall be deemed
                                      and considered to be personal
                                      property in which such Owner has reserved the
                                      right to remove the same at any
                                      time.
  3.4 Exclusive
                                      Right, Title and Interest . 
                                      No provision hereof shall give to any other
                                      Owner or anyone claiming by, from,
                                      through or under such other Owner any right,
                                      title or interest in any such
                                      solely-owned interconnection and transmission
                                      facilities permitted by Section
                                      3.1.


**ARTICLE
      IV**




**Construction
      and Testing**




4.1 Responsibility
      for Construction . 
      Except as otherwise provided for herein, KCPL shall have sole responsibility,
      to
      be discharged in accordance with Good Utility Practice, for the planning,
      licensing, permitting, design, construction and testing of Unit 2 and the
      Common Facilities Upgrades. KCPL will use Commercially Reasonable Efforts to
      comply with all applicable requirements of all applicable statutes and the
      rules
      and regulations of such regulatory agencies as shall have competent jurisdiction
      over the planning, permitting, design, licensing, construction and testing
      of
      Unit 2. KCPL
      shall not be liable or responsible for any failure to perform hereunder where
      such failure to perform is caused by or is a result of Force Majeure. KCPL
      agrees that prior to making any discretionary design changes, as distinguished
      from design changes required for reliability purposes or by law, that are
      expected to increase Cost of Construction by $ 25 million
      or more, KCPL will submit said proposed change to a vote of the Management
      Committee.




4.2 Responsibility
      for Interconnection Facilities . 
      Aquila shall be responsible for (and shall use its Commercially Reasonable
      Efforts to complete in sufficient time to support the In-Service Operation
      Date)
      easement acquisition, development and construction of a 161 kV double circuit
      transmission line loop to interconnect the Iatan Station Site to the Platte
      City-Stranger Creek transmission line. This will also include but not be limited
      to relocation of the existing Iatan to St. Joseph, Missouri 345 kV line and
      any
      other transmission modifications as specified by the interconnection agreement.
      All such facilities to be constructed by KCPL and/or Aquila are referred to
      herein as the “Interconnection Facilities.” KCPL will be responsible for
      interconnecting as specified in the interconnection agreement to the Iatan
      345
      kV bus for Units 1 and 2. The Aquila scope of work described herein shall be
      part of the Cost of Construction to the
      extent the costs associated with constructing the Interconnection Facilities
      are
      required by the interconnection agreement. Aquila shall coordinate all
      construction activities with KCPL, including transmission line and substation
      scope. Aquila shall not be liable or responsible for any failure to perform
      hereunder where such failure to perform is caused by or is a result of Force
      Majeure. The
      costs of the Interconnection Facilities, as well as any transmission credits
      with respect to the Interconnection Facilities, shall be allocated among the
      Owners in proportion to their Common Facilities Ownership Shares.




4.3 In-Service
      Operation Date . 
      Subject to the terms and conditions of this Agreement, KCPL will use its
      Commercially Reasonable Efforts to have Unit 2 operating by the Estimated
      In-Service Operation Date.




4.4  Construction
      Power . 
      Construction power used in connection with construction of Unit 2 shall be
      provided by Aquila’s St. Joseph Light and Power Division under the applicable
      retail rate schedules or a special contract. Notwithstanding the foregoing, however, each of the Owners shall have the option
      to self-supply its share of construction power to the extent permitted by
      law.




4.5 Site
      Representative . 
      During the period from the Closing Date until a reasonable interval (not to
      exceed one hundred eighty (180) days) after the In-Service Operation Date,
      each




18





Owner,
        at
        its expense, shall have the right to locate an employee (a “Site
        Representative”) at the Iatan Station Site to monitor Unit 2 construction.
        The Site Representative of a particular Owner may elect to be on-site either
        full time or part time at such particular Owner's discretion, provided such
        Site
        Representative agrees to inform the Operator of its presence on site and
        agrees
        to comply with all safety, security and other construction or operational
        rules
        and regulations applicable to personnel at the Iatan Station Site. Should
        an
        Owner desire to use a non-employee as its Site Representative, said Owner
        shall
        notify the Operator in writing of its desire to use a non-employee as its
        Site
        Representative. The written notification shall identify the individual that
        the
        Owner proposes to use as Site Representative, the company with which the
        non-employee is associated, the nature of the relationship between the Owner
        and
        its proposed non-employee representative and his or her company. The Operator
        shall have the right to reasonably reject the proposed non-employee
        representative, either the individual proposed to serve as Site Representative
        or the company with which the proposed non-employee Site Representative is
        associated. The Operator shall respond to an Owner’s request to use a
        non-employee Site Representative within thirty (30) days after receiving
        written
        notification. From the period from the Closing Date until a reasonable time
        (consistent with the demobilization of KCPL’s construction activities and in any
        event not to exceed six months) after the In-Service Operation Date, the
        Operator will provide, at no charge, a suitable area for trailers or other
        temporary space in the vicinity of other construction trailers on site, for
        such
        Owners to occupy, it being understood that Owners choosing to have a Site
        Representative shall be responsible for any and all costs (including utilities,
        employee compensation and benefits, and facilities) of doing so; after the
        In-Service Operation Date and during the life of Unit 2, the Operator will
        make reasonable accommodations for the Site Representative at the sole cost
        of
        the requesting Owner. The Operator will also provide the Site Representative
        the
        opportunity for reasonable access to discussions regarding the modification, operation
        and maintenance of the Iatan Unit 2 Facility. Each Owner shall cause its
        Site Representative to comply with all safety, security and other construction
        regulations imposed by the Operator on personnel at the Iatan Station Site.
        Each
        Owner having a Site Representative hereby agrees to indemnify, defend and
        hold
        harmless each other Owner (an “Indemnified Owner”) against, and agrees to
        hold each Indemnified Owner harmless from, any uninsured claims,
        damages, liabilities, liens, losses or other obligations whatsoever incurred
        or
        suffered by an Indemnified Owner (together with reasonable costs and expenses,
        including reasonable fees and disbursements of counsel relating thereto)
        arising
        out of any action, inaction or activity relating to an Owner’s Site
        Representative that results in liability of any sort. No Site Representative
        shall have the authority to direct contractor work or the Operator’s operations
        and shall in no way obstruct, impend, or cause delay to any work or operations
        on site.
  4.6  Reporting .
 (a) During
          the construction period, from Closing through the Commercial Operation
          Date, the
          Operator shall report (monthly) on the status of construction and provide
          the
          other Owners with changes to budget and schedule on a monthly basis. Similarly,
          any other Owner with a project responsibility (including Aquila as provided
          for
          in Section 4.2 above) shall have the same obligation with respect to the
          other
          Owners.
  (b) During
          the construction period, from Closing through the Commercial Operation
          Date, the
          Operator shall make available to the other Owners copies of all
          monthly
  19
 
 reports
            provided to the Operator from contractors and sub-contractors. Similarly,
            any
            other Owner with a project responsibility (including Aquila as provided
            for in
            Section 4.2 above) shall have the same obligation with respect to the
            other
            Owners. KCPL, and where appropriate other Owners, shall make available
            (and
            provide to Owners as requested) copies of planning studies, design and
            construction specifications, and contracts; and when practicable shall
            do so in
            time for Owners to comment before decisions are made.
  (c) Notwithstanding
            this Section 4.6, the duty to disclose documents is limited by Article
            XVII.
  4.7 Prevailing
            Wage . 
            All contracts for the construction and installation of all or any part
            of the
            Iatan Unit 2 Facility and Common Facilities Upgrades shall contain a
            stipulation to the effect that (1) not less than the prevailing hourly
            rate of
            wages shall be paid to all workmen performing under the contract as provided
            in
            Sections 290.210 to 290.340, RSMo (the “Prevailing Wage Act”), (2) the
            contractor shall forfeit as a penalty to MJMEUC (or, if MJMEUC is not
            a party to
            the construction contract, to KCPL on behalf of MJMEUC) ten dollars for
            each
            workman employed or such other statutory penalty that may be in effect,
            for each
            calendar day, or portion thereof, such workman is paid less than the
            stipulated
            rates for any work done under said contract, (3) the contractor shall,
            before
            receiving final payment, provide to MJMEUC (or, if MJMEUC is not a party
            to the
            construction contract, to KCPL on behalf of MJMEUC) an affidavit stating
            that
            the contractor has complied with the provisions of the Prevailing Wage
            Act, and
            (4) the contractor shall ensure that all its subcontractors also comply
            with the
            foregoing requirements. Each contractor’s and subcontractor’s bonds shall
            guarantee the faithful performance of these provisions.
  **ARTICLE
            V**
  **Management
            and Operation of the Iatan Unit 2 Facility**
  5.1 Management
            Committee . 
            All policies relating to the management, operation and maintenance of
            the Iatan
            Unit 2 Facility, the Common Facilities and the Iatan Station Site shall be
            determined and administered by a management committee consisting of two
            representatives of each Owner (the “Management Committee”). The
            Management Committee will act and operate Unit 2 in accordance with the
            Certificates of Public Convenience and Necessity. An
            appropriate corporate officer of each Owner shall designate, from time
            to time,
            its two representative members to serve on the Management Committee,
            at least
            one of whom shall be vested with decision-making authority. Such designation
            shall be by written notice to the other Owners. Prior to the In-Service
            Operation Date, the Management Committee shall meet not less often than
            monthly
            and after the In-Service Operation Date, the Management Committee shall
            meet not
            less often than quarterly, unless Owners mutually agree to change the
            meeting
            schedule. Meetings of the Management Committee may be conducted by telephone
            conference. To the extent possible and where appropriate, the Management
            Committee will coordinate the meetings of the Iatan Unit 2 Management
            Committee with the meeting of the Iatan Unit 1 Management Committee. The
            Management Committee shall approve five-year maintenance schedules and
            budgets,
            which shall be prepared on an annual basis and submitted to the Management
            Committee by the Operator by October 1 of each year, or as soon as practicable
            thereafter, as further provided in Section 6.5.
   
 5.2 Management
              Committee Action .
  (a) The
              Management Committee shall determine and administer policies and take
              all other
              action relating to the management, operation and maintenance of the
              Iatan
              Unit 2 Facility, the Common Facilities and the Iatan Station Site by the
              vote of the Owners expressed through their respective representatives
              on the
              Management Committee. Each Owner shall have a vote on the Management
              Committee
              equal to its Ownership Share, in the case of decisions related to the
              Iatan
              Unit 2 Facility, and equal to its Common Facilities Ownership Share, in
              the
              case of decisions related to the Common Facilities or the Iatan Station
              Site.
              Except as specified in Section 5.5(d), the vote of an Owner or Owners
              whose
              Ownership Shares or Common Facilities Ownership Shares (as applicable)
              constitute a simple majority shall be necessary and sufficient for
              action to be
              taken by the Management Committee.
  (b) With
              regard to annual budgets (both (i) operation and maintenance and (ii)
              capital),
              should a Management Committee vote on either budget yield the result
              of KCPL
“for” and all other Owners “against,” each Owner voting against shall have ten
              (10) business days to submit in writing its concerns with KCPL’s budget proposal
              and what modifications it would recommend to make the proposed budget
              acceptable. KCPL shall review these recommendations. After consideration
              KCPL
              will either submit a revised budget, or inform the Owners that the
              previously
              submitted budget will become effective. Should a revised budget be
              submitted,
              KCPL will convene the Owners via telephone or e-mail for a vote of
              the
              Management Committee on the revised budget. This process will only
              be completed
              once in a budget year.
  (c) Except
              for the rights contained in Section 3.1 of this Agreement, the Management
              Committee shall have the right, in its sole discretion, to prevent
              any lessee
              from taking any action as a result of its leasehold right to possession
              of any
              portion of the Unit 2 Site or the Nower Property.
  (d) The
              Management Committee shall not have authority to modify or take any
              action
              inconsistent with any provision of this Agreement. Any cost or expense
              incurred
              by an Owner’s Management Committee representative in connection with duties of
              such representative shall be borne and paid by the Owner represented
              by the
              representative.
  5.3 Operator .
  (a) Each
              Owner hereby authorizes KCPL to act (and KCPL agrees to act) as the
              exclusive
              operator to perform (in such capacity, the “ Operator ”),
              through KCPL’s own employees, agents, servants and contractors, all such
              functions (including, without limitation, the entry into contracts for the benefit
              of the
              Owners) as
              may be
              required for the actual design, permitting, development, procurement,
              construction, operation and maintenance of the Iatan Unit 2 Facility, the
              Common Facilities and the Iatan Station Site, subject, however, to
              the direction
              and control of the Management Committee. The Operator shall at all
              times perform
              its duties in accordance with Good Utility Practice; provided, however,
              and
              notwithstanding any other provision in this Agreement to the contrary,
              the
              Operator shall not be liable to any other Owner for any loss, cost,
              damage or
              expense incurred by such Owner as a result of any action or failure
              to act by
              the Operator unless the Operator’s action or failure to act is determined to
              have been gross negligence or willful misconduct. Each Owner understands
              and
              agrees that the
   
 Operator
            shall have the sole discretion to manage its employees, agents, servants,
            and
            contractors on a day-to-day basis to accomplish needed work in the normal
            course
            of business. The Operator shall be responsible for the administration
            and
            enforcement of all contracts relating to the construction, ownership
            and
            operation of the Iatan Unit 2 Facility and Common Facilities; provided,
            however, that when requested by the Operator, the other Owners shall
            reasonably
            assist the Operator with these responsibilities. Although the Operator
            shall not
            be entitled to a management fee under this Agreement, each Owner shall
            pay its
            proportionate share of the Operator’s total reasonable costs, including
            administrative overhead and taxes, incurred while performing its duties
            as
            Operator for Unit 2 in proportion to the Owners’ Ownership Share and for
            the Common Facilities in proportion to the Owners’ Common Facilities Ownership
            Shares as set forth in the Accounting Manual attached hereto as Exhibit
            J.
  (b) Upon
            written notice to the Operator, the Owner with the next greatest Ownership
            Share
            which has the financial capability to act as Operator may, at its option,
            forthwith become, and assume the duties of, Operator hereunder in the
            stead of
            the existing Operator if at such time (i) the Management Committee has
            not
            elected a new Operator from among the Owners of Unit 2; (ii) either
            (A) the
            Operator shall have filed a petition commencing a voluntary bankruptcy
            case
            under Section 301 of Title 11 of the United States Code (the “ Bankruptcy
            Code ”)
            or
            shall have had filed against it a petition commencing an involuntary
            bankruptcy
            case under Section 303 of the Bankruptcy Code and such involuntary petition
            shall remain undismissed for a period of ninety (90) days, or KCPL’s or any
            other Owner’s Ownership Share shall have been seized and held by any
            governmental authority having jurisdiction (any of the foregoing, an
            “ Insolvency
            or Seizure ”) or (B)
            the Operator is in Default under Section 6.6 and such Default has not
            been cured
            within the applicable cure period; and (iii )
            such
            other Owner is not then the subject of an Insolvency or Seizure. KCPL
            shall
            automatically be redesignated and assume the full functions of Operator
            upon
            emerging from or otherwise curing the Insolvency or Seizure or Default
            that gave
            rise to KCPL’s removal as Operator. The Operator acting during any Insolvency or
            Seizure or Default of KCPL shall not have the right or power to replace
            the then
            current plant personnel with the acting Operator’s employees so long as KCPL’s
            plant personnel continue to work productively and in sufficient numbers
            to
            maintain Unit 2’s and the Common Facilities’ operations without material
            impairment; in such event Owners shall continue to pay to KCPL the Owners’
proportionate shares of the costs associated with such plant personnel
            as though
            KCPL were continuing to act as Operator. The acting Operator shall abide
            by, and
            shall not violate, any provision of any collective bargaining agreement
            KCPL has
            entered into with its employees; nor shall the acting Operator take any
            action
            that will materially impair the generation output or materially increase
            the
            cost of owning and/or operating any generation asset owned by KCPL. The
            acting
            Operator shall be responsible for the administration and enforcement
            of all
            existing contracts relating to the construction, ownership and operation
            of the
            Iatan Unit 2 Facility, the Common Facilities and the Iatan Station Site;
            provided, however, that when requested, the other Owners shall reasonably
            assist
            the acting Operator with these responsibilities, and KCPL will assist
            the acting
            Operator in any manner reasonably requested.
  (c) Contracts
            covering design, engineering, procurement, construction and installation
            of all
            or any part of the Iatan Unit 2 Facility and/or the Common Facilities
            Upgrades and all other contracts relating to procurement, operation and
            maintenance, including contracts for the acquisition of materials, inventories,
            supplies, spare parts, equipment, fuel or services,
   
 shall
              be
              executed solely by the Operator. Each Owner shall be severally and
              not jointly
              liable for its Ownership Share and/or Common Facilities Ownership Share
              of all
              amounts payable under all such contracts, including taxes. In the event
              that any
              Owner advances a proportion of any such funds in excess of its Ownership
              Share
              and/or Common Facilities Ownership Share under any such contract, such
              Owner
              shall have a right of contribution from each Owner that has made payments
              that
              are proportionately less than its Ownership Share and/or Common Facilities
              Ownership Share.
  (d) The
              Operator shall have the authority and responsibility to execute and,
              where
              appropriate, will make coordinated filings with all regulatory agencies
              having
              jurisdiction, of all such applications, amendments, reports and other
              documents
              and filings as shall be required in or in connection with the licensing
              and
              other regulatory matters with respect to the Iatan Unit 2 Facility and the
              Common Facilities; provided, however, that each Owner shall be responsible
              for
              obtaining all required approvals and authorizations relating to its
              participation in the Iatan Unit 2 Facility and the Common Facilities and to
              its performance of this Agreement.
  (e) The
              Operator shall give prompt notice to each of the other Owners of all
              material
              claims instituted or threatened against the Operator or any Owner,
              or any
              litigation initiated by the Operator relating to the construction,
              ownership or
              operation of the Iatan Unit 2 Facility and/or the Common Facilities. If
              requested by any Owner, the other Owners agree to enter into a joint
              defense
              agreement with terms and conditions sufficient to preserve (to the
              extent
              permitted by applicable law) the attorney-client privilege and/or work
              product
              protections for shared information and cooperation in connection with
              any such
              claim. The Owners shall cooperate in the defense or prosecution of
              any such
              claim. All decisions in connection with any legal actions shall be
              made by the
              Management Committee.
  (f) In
              performing its responsibilities, as set forth herein, the Operator
              shall (i)
              carry out the provisions of this Agreement in accordance with Good
              Utility
              Practice and may not enter into transactions with its affiliates unless
              the
              terms of such agreements are at least as favorable to the Owners as
              those that
              would be negotiated between unrelated third parties in a similar agreement,
              and
              (ii) use its Commercially Reasonable Efforts to secure, administer
              and enforce
              contracts for the construction of the Iatan Unit 2 Facility and Common
              Facilities Upgrades in a manner to achieve Commercial Operation in
              accordance
              with a completion schedule and budget established by, and as amended
              from time
              to time by, the Management Committee, and (iii) provide the Owners with
              their proportionate benefits, or the monetary equivalent thereof, received
              by
              the Operator that arise from or are associated with costs paid by the
              Owners
              hereunder. The Operator shall also consult with the Owners with respect
              to any
              anticipated material delays in the completion schedule or increases
              in the
              construction budget. In no event shall any failure by the Operator
              to follow
              Good Utility Practice give any Owner cause for a private cause of action,
              unless
              such failure constitutes gross negligence or willful misconduct.
  (g) Operator
              shall, except as otherwise provided in Article XVII, furnish to any
              Owner such
              information and copies of such documents and records as such Owner
              may
              reasonably request from time to time concerning any aspect of the construction,
              ownership and operation of the Iatan Unit 2 Facility and the Common
              Facilities to the extent they impact Unit 2. Should the Operator deem that
              the request for information is unreasonable, the Operator shall
  
 provide
                access to such information and the requesting Owner shall be allowed
                to bring in
                such copying equipment as necessary to make such copies as the Owner
                desires.
                Said Owner shall be solely responsible for the costs associated with
                such
                reproduction effort, including the Operator’s personnel assigned to ensure that
                the originals are not damaged, lost or misfiled throughout this
                process.
  (h) After
                the
                In-Service Operation Date, the Operator shall provide monthly reports
                to the
                Owners on fuel supply, operation and maintenance, environmental status
                or
                issues, monthly or quarterly Continuous Emission Monitoring System
                data and
                allowance consumption data.
  (i) The
                Operator will act and operate Unit 2 in accordance with the Certificates of
                Public Convenience and Necessity.
  5.4 Unit
                2
                Facility Additions and Retirements .
  (a) The
                Management Committee shall cause to be made such property additions
                to (whether
                in the nature of an operating, maintenance, or capital expense) and
                retirements
                from the facilities and property constituting the Iatan Unit 2 Facility in
                the ordinary course of operation and ownership of the Iatan Unit 2 Facility
                as may, from time to time, be deemed by the Management Committee
                to be necessary
                or desirable. Such additions and retirements shall be set forth in
                the annual
                operating and capital budget to the extent practicable. Each Owner
                shall pay its
                proportionate share of costs associated with any such property additions
                or
                retirements.
  (b) Each
                Owner shall pay for the cost of any such property addition thereto
                or the
                expenses relating to the retirement therefrom in the same percentage
                as its
                Ownership Share, in accordance with Article XIV. The rights, titles
                and
                interests of any Owner in and to any such property addition shall
                be
                proportionate to its Ownership Share.
  (c) Upon
                removal or retirement of any facilities or property included in any
                portion of
                the Iatan Unit 2 Facility and subject to compliance with the applicable
                provisions of any related security agreement contemplated herein,
                the Management
                Committee may either (i) divide or partition such removed or retired
                facilities
                or property, in which case each Owner shall be responsible for the
                disposition
                thereof at its own cost, or (ii) sell or otherwise dispose of such
                removed or
                retired facilities or property and distribute the net proceeds thereof
                to or for
                the account of the Owners in proportion to their respective Ownership
                Shares.
  5.5 Damage,
                Destruction or Condemnation .
  (a) If
                a
                portion of Unit 2 should be damaged, destroyed or condemned, the Management
                Committee shall vote on whether to repair, restore or reconstruct the damaged,
                destroyed or condemned facilities.
  (i) If
                the
                Management Committee shall elect to repair, restore, or reconstruct
                Unit 2
                and the estimated cost of doing so is less than or equal to $650,000,000
                (as
                adjusted for inflation from the Closing Date based on the Implicit
                Price
                Deflator for Gross Domestic Product (with year 2000 = index number
                100),
                published quarterly by the Bureau of
   
 Eco no mic Analysis
                  of the United States Department of Commerce or, if no such data
                  is published by
                  such bureau, such successor or replacement index as may be reasonably
                  selected
                  by the Management Committee) in excess of the insurance proceeds
                  available for
                  repair, restoration or reconstruction, the Owners shall apply their
                  Ownership
                  Shares of Unit 2 insurance proceeds and shall fund their respective
                  Ownership Shares of the additional costs of repair, restoration
                  or
                  reconstruction. Such repair, restoration or reconstruction shall
                  be managed by
                  KCPL in the same manner, and subject to the same terms, as the
                  original
                  construction of Unit 2 hereunder.
  (ii) If
                  the
                  Management Committee shall elect to repair, restore, or reconstruct
                  Unit 2
                  and the estimated cost of doing so is greater than $650,000,000
                  (as adjusted for
                  inflation from the Closing Date based on the Implicit Price Deflator
                  for Gross
                  Domestic Product (with year 2000 = index number 100), published
                  quarterly by the
                  Bureau of Economic Analysis of the United States Department of
                  Commerce or, if
                  no such data is published by such bureau, such successor or replacement
                  index as
                  may be reasonable selected by the Management Committee) in excess
                  of the
                  insurance proceeds available for repair, restoration or reconstruction,
                  the
                  Owners voting to repair, subject to any necessary regulatory or
                  lender approval
                  and release of any applicable mortgage indenture, may then purchase
                  the
                  dissenting Owners’ Ownership Shares at the depreciated original cost, including
                  allowance for funds used during construction, or in the case of
                  KEPCO or MJMEUC,
                  capitalized interest or other similar cost component, minus the
                  Owner’s pro-rata
                  share of any Unit 2 insurance proceeds, plus the dissenting Owner’s
                  outstanding prepaid Ground Lease rental payments, if any. If multiple
                  Owners
                  elect to purchase the dissenting Owners’ Ownership Shares, said shares shall be
                  sold pro rata based on the purchasing Owners’ then-current Ownership Shares,
                  unless they agree on a different method of allocation. If the Owners
                  favoring
                  repair do not purchase the dissenting Owner’s share at the
                  above-described price, then the
                  dissenting owner may either (A) forfeit its share and receive its
                  pro-rata share
                  of any insurance proceeds or (B) contribute its pro-rata share
                  of the insurance
                  proceeds and remain an Owner at a reduced Ownership Share.
  (b) If
                  (i) all
                  or
                  any part of the Common Facilities shall be damaged, destroyed or
                  condemned ; and
                  ( ii )
                  (A)
                  Unit 1 or one or more Additional Units is then operating or, following
                  repair, restoration or reconstruction of the Common Facilities
                  and/or such unit
                  or units, would be capable of operating, or
                  (B)
                  Unit 2 has not been damaged, or the Management Committee has elected
                  to repair,
                  restore or reconstruct Unit 2, then it
                  shall
                  be the obligation of the owners of such unit or units that are
                  operating or
                  capable of operating (“ Operable
                  Unit(s) ”)
                  to
                  repair, restore or reconstruct the damaged, destroyed or condemned
                  Common
                  Facilities and to pay the costs thereof in proportion to their
                  ownership
                  interests in such Operable Unit(s).
  (c) In
                  the
                  event that all or any part of the Common Facilities shall be damaged,
                  destroyed
                  or condemned and they will not be repaired or reconstructed pursuant
                  to Section
                  5.5(b) above, the proceeds from any insurance or condemnation award
                  related to
                  the Common Facilities shall be distributed to or for the account
                  of such Owners
                  in proportion to their Common Facilities Ownership Shares, and
                  the remaining
                  facilities shall be disposed of by the Owners in a manner as may
                  then be
                  mutually agreed by them and the net proceeds therefrom shall be
                  distributed to
                  or for the account of the Owners in proportion to their Common
                  Facilities
                  Ownership Shares, all subject to the liens of any encumbrance and
                  the provisions
                  of any related security agreement contemplated in Section 10.2.
                  If all or a
                  portion of the Common Facilities are rebuilt,
                  but the Owners have determined that Unit 2 will not be rebuilt,
                  then the Owners
                  agree
  25
 
 that
                    the
                    insurance proceeds derived from any casualty or loss shall be
                    used to
                    reconstruct the Common Facilities, and shall be applied to the
                    extent the Common
                    Facilities are used to serve Unit 1 or any Additional Unit. In
                    such event, the
                    Unit 1 Owners (if Unit 1 shall be the sole remaining unit), or
                    the owners of the
                    remaining operating coal-fired units shall purchase the Common
                    Facilities,
                    subject to any necessary regulatory or lender approval and release
                    of any
                    applicable mortgage indenture and only to the extent they are
                    necessary to
                    operate the remaining coal-fired units, from those Owners that
                    will no longer
                    have an ownership interest in any remaining coal-fired units
                    on the Initial
                    Iatan Station Site at a purchase price equal to the depreciated
                    original cost,
                    plus any allowance for funds used during construction or in the
                    case of KEPCO or
                    MJMEUC, capitalized interest or other similar cost component.
  (d) Unless
                    approved by a
                    majority of the
                    Management Committee other
                    than the
                    Operator ,
                    the
                    Operator shall not sell or otherwise dispose of any facilities
                    pursuant to this
                    Section 5.5 to an affiliate except for a cash price equal to
                    the fair market
                    value of such facilities or property as determined by an independent
                    appraisal.
  (e) If
                    the
                    Management Committee determines not to repair, restore or rebuild
                    any damage to
                    Unit 2, then the Owners shall be pro-rata responsible for removal
                    costs
                    necessitated by the damage to Unit 2, which may be paid out of proceeds
                    from the Unit 2 insurance.
  **ARTICLE
                    VI**
  **Capacity
                    and Energy Entitlements; Financial Obligations; Access to
                    Information;**
 **Defaults;
                    Emissions Allowance Credits; Regional Transmission
                    Organizations**
  6.1 Capacity
                    Entitlement . 
                    Subject to the other terms and conditions of this Agreement,
                    each Owner shall be
                    entitled to the electrical capacity of Unit 2 (as determined from time to
                    time by the Operator and applicable rules of the reliability
                    region, but not in
                    excess of that then permitted by law) in proportion to its Ownership
                    Share at
                    such time, and it hereby acknowledges that it has no right to
                    any capacity in
                    excess of such amount.
  6.2 Energy
                    Entitlement . 
                    Subject to the other terms and conditions of this Agreement,
                    each Owner (a)
                    shall be entitled at any time to schedule and have the right
                    to receive
                    electrical energy from Unit 2 at a rate not in excess of its Ownership
                    Share of the Net Generation Output of electrical energy of Unit 2 and
                    (b)
                    if so requested in writing by the Operator, shall schedule and
                    receive energy
                    from Unit 2 at a rate not less than its Ownership Share of the Minimum
                    Operable Capacity of Unit 2 (as determined by the Operator, but not less
                    than that then permitted by law) at such time. Net Generation
                    Output of
                    Unit 2 shall be measured at the metering point for interconnection
                    as
                    defined by the SPP.
  6.3 Test
                    Energy . 
                    Each Owner shall be entitled to all available test energy generated
                    by
                    Unit 2 in proportion to such Owner’s Ownership Share at such time.
                    Regardless of whether an Owner accepts or receives any such test
                    energy, each
                    Owner shall be responsible for its Ownership Share of any costs,
                    expenses or
                    penalties resulting from the generation of test energy attributable
                    to the
                    Owner’s participation in any regional transmission organization or
                    power pool
                    t hat
                    oversees or controls the dispatch of the Owner’s capacity and energy from
                    Unit 2, including,
  26
 
 
 but
                    not
                    limited to, energy imbalance charges and/or credits, uninstructed
                    deviation
                    penalties, less charges and uplift charges and/or credits.
  6.4 Financial
                    Obligations .
                    On or
                    after the Closing Date and within ten days of receipt of invoice
                    from the
                    Operator, each Owner (other than KCPL) shall pay its Ownership
                    Share of the Cost
                    of Construction incurred by KCPL as of the Closing Date, plus
                    any interest
                    charges or accumulated allowance for funds used during construction
                    with respect
                    to Cost of Construction incurred as of the Closing Date, all
                    as reflected on
                    said invoice. Thereafter, each Owner shall pay in
                    accordance with the Construction Period Cash Flow Memorandum
                    or the Operating
                    Period Cash Flow Memorandum (as applicable) unless otherwise
                    provided.
  For
                    the
                    purposes of this Section 6.4,
                    except as otherwise provided, expenditures shall not be deemed
                    to include (i)
                    interest charges on borrowed funds, income taxes, and property,
                    business and
                    occupation taxes of each Owner, which shall be borne entirely
                    by such Owner, and
                    (ii) depreciation, amortization and allowances for funds used
                    during
                    construction.
  6.5 Access
                    to Information .
  (a) Subject
                    to Article XVII **** and
                    pursuant to Section II of the Accounting Manual ,
                    each
                    Owner shall have the right to inspect and audit the books and
                    records of the
                    Operator as they relate to the charges surrounding the Iatan
                    Unit 2
                    Facility and Common Facilities .
                    KCPL or
                    the Operator shall keep complete and accurate records regarding
                    Cost of
                    Construction and Cost of Operation of Unit 2 and Common Facilities and will
                    make available for Owners’ inspection and audit all records regarding Cost of
                    Construction and Cost of Operation of Unit 2 and Common Facilities
                    sufficient to allow Owners to determine that such costs and expenditures
                    imputed
                    to Unit 2 or the Common Facilities by KCPL under this and other ancillary
                    agreements are accurate.
  (b) The
                    Operator shall make Commercially Reasonable Efforts to provide
                    operating,
                    maintenance, and capital budgets to each Owner for the upcoming
                    five-year period
                    by October 1 of each year, or as soon as practicable thereafter.
  (c) To
                    the
                    extent reasonably practicable, by October 1 of each year, the
                    Operator shall
                    provide a schedule of planned maintenance outages to the Owners.
                    Changes to such
                    schedule shall be provided to the Owners, to the extent reasonably
                    practicable,
                    at least six (6) months prior to a scheduled outage. The Operator
                    shall
                    communicate as soon as practicable any changes to the outage
                    schedule that occur
                    within the six-month window, and the Operator will make a reasonable
                    effort to
                    minimize the impact of the change on all of the Owners.
  (d) In
                    addition to the foregoing, the Operator shall notify the Owners
                    in a timely
                    manner of all significant events the Operator deems material
                    to the construction
                    and/or operation of Unit 2 and/or the Common Facilities.
  6.6 Default .
  (a) Prior
                    to
                    the In-Service Operation Date, an Owner shall be in default if
                    such Owner
                    should:
  27
 
 (i) fail
                      or
                      be unable, for any reason whatsoever, within ten (10) days
                      following written
                      notice of delinquency to such Owner by the Operator, to make
                      or cause to be made
                      any payment owing hereunder for or on account of the construction
                      of the Iatan
                      Unit 2 Facility or the Common Facilities Upgrades, provided, however,
                      that
                      the Operator will first draw on such Owner’s letter of credit provided under
                      Section 8.1(d), and if sufficient funds are available under
                      the letter of
                      credit, then the draw shall be deemed to cure the payment breach
                      without further
                      action on the part of the Owner so long as the amount
                      available for drawing under such letter of credit is replenished
                      to the amount
                      required under Section 8.1(d) within ten (10) days of each
                      such
                      drawing;
  (ii) be
                      in breach of any
                      other obligation hereunder (“ Non-Financial
                      Default ”)
                      for a
                      period of ten (10) days or more after notice thereof by the
                      Operator or, if
                      the Operator is in breach, by any other Owner ;
                      provided, however, such Owner or
                      Operator will not
                      be in default for a Non-Financial Default which does not materially
                      affect the
                      other Owners or construction of Unit 2 or the Common Facilities Upgrades,
                      if the
                      Owner or
                      Operator makes diligent and continuous efforts to cure the
                      breach
                      and cures
                      the breach within
                      thirty (30) days of the notice of Non-Financial Default;
  (iii) admit
                      in
                      writing its inability to pay its debts generally as they become
                      due or shall
                      make a general assignment for the benefit of its creditors,
                      or shall consent to
                      the appointment of a receiver for the whole or any part of
                      its utility assets;
                      or shall be subject to an Insolvency or Seizure; or an adjudication
                      order,
                      judgment or decree shall be entered by any court or regulatory
                      body of competent
                      jurisdiction appointing, without such Owner’s consent, a receiver for the whole
                      or any substantial part of its assets and such adjudication
                      order, judgment,
                      decree, or order shall not be vacated or set aside or stayed
                      within ninety (90)
                      days after the entry thereof; or
  (iv) be
                      in
                      default, under any mortgage, deed of trust, or other instrument
                      under which a
                      lien or other security interest has been granted or will be
                      acquired in all or
                      any part of such Owner’s ownership interest in the Iatan Unit 2 Facility if
                      such default has not been waived by the affected creditor or
                      cured within the
                      applicable period for such default under such mortgage, deed
                      of trust or other
                      instrument .
                      This
                      provision shall not apply to KEPCO to the extent that KEPCO
                      is then a borrower
                      of RUS or RUS then guarantees or insures any loan to KEPCO.
  (b) After
                      the
                      In-Service Operation Date, an Owner shall be in default if
                      such Owner should
                      fail or be unable, for any reason whatsoever, within ten ( 10 )
                      days
                      following notice of delinquency to such Owner, to make or cause
                      to be made any
                      payment due hereunder or shall
                      fail to provide the required Emission Allowances pursuant to
                      Section
                      6.8.
  (c) If,
                      prior
                      to the In- S ervice Operation Date, any Owner is in default pursuant to Section
                      6.6(a), then the
                      Operator shall provide written notice thereof to all of the
                      Owners. Such notice
                      shall set forth in reasonable detail the name of the defaulting
                      Owner, any
                      amounts unpaid, and the date of such default. Within ten (10)
                      days of receipt of
                      such notice, each non-defaulting Owner may, by written notice
                      to the other
                      Owners, elect to fund all or a portion of the defaulting Owner’s share of the
                      costs to complete construction of the Iatan Unit 2 Facility and Common
                      Facility Upgrades in exchange for an increase in its Ownership
                      Share pursuant to
                      this
  
 Section
                        6.6(c). If multiple non-defaulting Owners so elect, the portions
                        they fund shall
                        be allocated pro rata based on their then-current Ownership
                        Shares, unless they
                        agree on a different allocation. If the defaulting Owner
                        is in payment default
                        under Section 6.6(a)(i) and if voluntary elections are not
                        sufficient to fully
                        cover the defaulting Owner’s payment obligations, all non-defaulting Owners
                        shall be required to fund their pro-rata shares based on
                        their then-current
                        Ownership Shares, unless they agree on a different allocation.
                        The defaulting
                        Owner’s remaining Ownership Share in the Iatan Unit 2 Facility (and its
                        corresponding entitlements to capacity and energy) shall,
                        upon implementation of
                        this Section 6.6(c), be irrevocably limited to the percentage
                        thereof as is
                        equal to the ratio of (a) the payments made by the defaulting
                        Owner to (b) one
                        hundred twenty-five percent (125%) of the total Iatan Unit 2 Facility
                        construction expenditures of the Owners, exclusive of any
                        allowance for funds
                        used during construction and upon completion of the Iatan
                        Unit 2 Facility
                        the defaulting Owner shall remain subject to each of the
                        provisions of this
                        Agreement with respect to its reduced Ownership Share therein.
                        The respective
                        Ownership Shares (and their respective entitlements to capacity
                        and energy) and
                        the Common Facilities Ownership Shares of all affected Owners
                        shall adjust
                        automatically and proportionately to reflect the defaulting
                        Owner’s decreasing
                        Ownership Share and the non-defaulting Owners’ increasing Ownership Shares as
                        and to the extent that additional construction expenditures
                        are made or caused
                        to be made by each non-defaulting Owner for completion of
                        the Iatan Unit 2
                        Facility and the Common Facility Upgrades. If an Owner remains
                        in default under
                        Section 6.6(a) for a period of three consecutive calendar
                        months, (i) the
                        Operator may (but shall not be obligated to) cease making
                        further demands on
                        such defaulting Owner and (ii) the Ownership Share of such
                        defaulting Owner
                        shall continue to be irrevocably reduced as provided in this
                        paragraph. Any
                        defaulting Owner under this Section 6.6(c) shall forthwith,
                        and without further
                        demand, execute and deliver to KCPL for filing in the Recorder
                        of Deeds for
                        Platte County, Missouri, such conveyances, termination agreements,
                        or other
                        documentation or instruments as KCPL deems reasonably necessary
                        and appropriate,
                        including any instrument as may be appropriate to fully convey
                        and vest in the
                        remaining Owners the revised Ownership Shares in Unit 2 and/or Common
                        Facilities, free and clear of all liens, claims, and encumbrances
                        except as
                        otherwise provided by this Agreement, together with such
                        assignments and other
                        releases or certificates as may be necessary to accomplish
                        a reallocation of the
                        Ownership Shares under this Agreement and any ancillary agreement.
  (d) If
                        on or
                        after the In-Service Operation Date, any Owner is in default
                        pursuant to Section
                        6.6(b), upon written notice by the Operator to such defaulting
                        Owner, such Owner
                        shall not be entitled to schedule or receive any energy from
                        Unit 2 during
                        the continuance of such default; and during the remaining
                        period of any such
                        default (i) the defaulting Owner’s energy shall be sold by the Operator to pay
                        the defaulting Owner’s allocation of the monthly operating costs, including the
                        cost of Emission Allowances, of the Iatan Unit 2 Facility. In the event
                        that such energy sales result in revenues in excess of the
                        defaulting Owner’s
                        arrearage, the Operator shall return to the defaulting Owner
                        ninety percent
                        (90%) of such excess revenues net of projected or actual
                        taxes owed or expected
                        as a result of exercising this remedy. The Operator shall
                        retain the remaining
                        excess revenues as an administrative fee. The Operator shall
                        not be liable for
                        any failure to maximize the revenues from such energy sale
                        or to account to the
                        defaulting Owner therefor. In the event that either the revenue
                        from such sales
                        is less than the defaulting Owner’s arrearage for more than three (3)
                        consecutive months, or the defaulting Owner remains in default
                        for more than
                        three (3) consecutive months (during which time a defaulting
                        Owner may cure the
                        default), then the defaulting Owner shall offer to sell,
                        subject to
   
 any
                          necessary regulatory or lender approval and release of
                          any applicable mortgage
                          indenture, its Ownership Share to KCPL at depreciated original
                          cost plus
                          allowance for funds used during construction (or as to
                          KEPCO or MJMEUC, its
                          capitalized interest or other similar cost component),
                          along with its
                          proportionate interest in the Common Facilities (“ Defaulted
                          Shares ”) . Should
                          KCPL elect not to acquire all of the Defaulted Shares,
                          the other non-defaulting
                          Owners may, subject to any necessary regulatory or lender
                          approval and release
                          of any applicable mortgage indenture, elect to acquire
                          the Defaulted Shares of
                          the defaulting Owner in proportion to their respective
                          Ownership Shares at the
                          defaulting Owner’s depreciated original cost plus allowance for funds used
                          during construction (or as to KEPCO or MJMEUC, its capitalized
                          interest or other
                          similar cost component), each of which shall be defined
                          as a “ Voluntary
                          Acquisition Election ”
under
                          this Agreement Succeeding Voluntary Acquisition Elections
                          for any remaining
                          Defaulted Shares may continue until no Defaulted Shares
                          remain. To the
                          extent Defaulted Shares remain after all Voluntary Acquisition
                          Elections, the
                          non-defaulting Owners will be required to acquire the remaining
                          Defaulted Shares
                          pro-rata according to their respective Ownership Shares
                          prior to the default,
                          subject to any necessary regulatory or lender approval
                          and release of any
                          applicable mortgage indenture. The non-defaulting Owners
                          shall not be obligated
                          to accept a cure of a default by a defaulting Owner under
                          this subparagraph (d)
                          after the defaulting Owner has been in default for three
                          consecutive months. If
                          one year elapses after the date the Operator initially
                          sells a defaulting
                          Owner’s energy to pay the defaulting Owner’s allocation of monthly operating
                          expenses and the defaulting Owner remains in default pending
                          the sale of its
                          Defaulted Shares, or otherwise, the non-defaulting Owners
                          shall be required to
                          sell, or use the
                          defaulting Owner’s energy for their own account in proportion to their
                          respective Ownership Shares, provided such Owners pay the
                          corresponding
                          proportion of operating and capital costs.
  (e) Nothing
                          in Section 6.6(c) or 6.6(d) is intended to relieve, or
                          shall relieve, a
                          defaulting Owner of its liability for the default, and
                          the exercise by the
                          non-defaulting Owner or Owners of any rights provided for
                          in this Section 6.6
                          (including rights that reduce the Ownership Share of the
                          defaulting Owner or
                          permit the non-defaulting Owner or Owners to use the capacity
                          and energy
                          entitlements of the defaulting Owner) shall be considered
                          only in mitigation of
                          the damages, and not liquidated damages, due the non-defaulting
                          Owner or Owners
                          for which the defaulting Owner shall be and remain liable
                          until paid, together
                          with interest thereon at a rate equal to one hundred twenty-five
                          percent (125%)
                          of each non-defaulting Owner’s rate of accrual of (i) allowance for funds used
                          during construction, (ii) interest during construction,
                          or (iii) other similar
                          cost component regularly used by such non-defaulting Owner,
                          each as applicable
                          during such period.
  (f) In
                          the
                          event of default under Section 6.6, each Owner grants,
                          covenants and agrees that
                          the non-defaulting Owners shall have a lien on the defaulting
                          Owner’s tenant in
                          common interest, right to production, and any leasehold
                          interest such defaulting
                          Owner may have in the Unit 2 Site and Common Facilities. In addition, any
                          Owners that possess an ownership interest in the Iatan
                          Station Site shall have a
                          right, in their discretion, to require any defaulting Owner
                          that has a leasehold
                          interest in the Iatan Station Site to execute and deliver
                          an executed leasehold
                          mortgage, in recordable form, and subject to such terms
                          as the Owners possessing
                          an ownership interest in the Iatan Station Site may reasonably
                          require as a
                          precondition to the grant of any leasehold interest in
                          any portion of the Iatan
                          Station Site.
   (g) In
                            the
                            event that any dispute exists between or among the Owners or
                            the
                            Operator with
                            respect to the payment or performance of any obligation
                            of an Owner or
                            the
                            performance of the Operator under
                            this Agreement, such Owner shall tender payment or performance
                            as demanded by
                            the Operator or
                            any
                            other Owner under
                            protest and reservation of rights without waiving such
                            Owner’s rights thereafter
                            to initiate arbitration proceedings to resolve such dispute.
 6.7  Emission
                            Allowances .
  (a) Each
                            Owner shall purchase or otherwise provide Emission Allowances
                            to the Unit 2
                            Allowance account as set forth in Sections 6.8 through
                            6.14 (the “ Allowance
                            Contribution ”),
                            below, it being recognized that the term “allowance account,” may encompass more
                            than one such account, each for a different pollutant
                            for which Allowances are
                            required by governmental agencies. In the event that
                            a governmental agency
                            allocates any Emission Allowances to Unit 2, such new Emission Allowances
                            will be accounted for on an annual basis and consumed
                            as needed for the
                            operation of Unit 2. Any Allowances allocated by a governmental agency
                            for
                            an annual period (or other control period during that
                            year, as applicable) that
                            are not consumed during the year of allocation shall
                            be apportioned among the
                            Owners based on the difference between what was allocated
                            to each Owner and what
                            was consumed by such Owner. Any costs associated with
                            such new Emission
                            Allowances shall be borne by the Owners in proportion
                            to their Ownership Shares,
                            unless otherwise allocated to the Owners by the governmental
                            agency.
  (b) The
                            Owners hereby appoint KCPL, in its capacity as Operator
                            to be the Designated
                            Representative for Unit 2, as that term is defined under 40 C.F.R. § 72.2
                            and other currently and subsequently applicable regulations,
                            which, for the
                            duration of this appointment, and except as otherwise
                            provided in this
                            Agreement, will be responsible for complying with the
                            Emission Allowance
                            programs applicable to Unit 2 and have full powers of disposition over the
                            Emission Allowances in the Unit 2 Allowance account; provided, however,
                            that such appointment will in no way affect the responsibility
                            of each Owner to
                            comply with all requirements under applicable law and
                            this Agreement pertaining
                            to that Owner’s participation in the Iatan Unit 2 Facility and the Common
                            Facilities, including, without limitation, the indemnity
                            obligations of said
                            Owner pursuant to Section 11.5 hereunder.
  6.8 Quarterly
                            Allowance Requirement, Initial Share, and Allowance Contribution .
  (a) The
                            Operator shall provide each Owner on a quarterly basis
                            a copy of the emissions
                            data submitted to the U.S. Environmental Protection Agency
                            (“ EPA ”)
                            (or
                            other authorized agency, if applicable) pursuant to the
                            Acid Rain Program
                            established under Title IV of the Clean Air Act Amendments
                            of 1990 (or pursuant
                            to another currently or subsequently applicable Emission
                            Allowance program)
                            unless an Owner waives this requirement pursuant to 40
                            C.F.R. § 72.21(d)(2) with
                            respect to the Acid Rain Program (or other analogous
                            regulation with respect to
                            another currently or subsequently applicable Emission
                            Allowance
                            program) .
  (b) By
                            November 5 th of each
                            year, the Operator shall notify each Owner of its projected
                            proportionate share
                            (based on net megawatt hours taken by each Owner) of
                            emissions from Unit 2
                            for the fourth quarter of such year (“ Emissions
                            Projection ”).
                            Within fifteen (15)
  31
 
 days
                              after the end of each calendar quarter, the Operator
                              shall notify each Owner of
                              its proportionate share of the actual emissions from
                              Unit 2 for the
                              calendar quarter just ended (“Actual Emissions”).
  (c) Within
                              thirty (30) days of receipt of the Emissions Projection
                              (in the case of the
                              fourth quarter of each year) or the statement of Actual
                              Emissions (in the case
                              of the first three quarters of each year), each Owner
                              other than KCPL shall
                              provide its proportionate share of Emission Allowances
                              for the calendar quarter
                              covered by such projection or statement.
  (d) With
                              respect to the fourth calendar quarter of each year,
                              to the extent an Owner’s
                              Emissions Projection exceeded its Actual Emissions
                              (“ Excess
                              Allowances ”),
                              an
                              Owner would be entitled to a refund or could leave
                              its Excess Allowances in the
                              Unit 2 account to be credited against the following quarter’s emissions. To
                              the extent an Owner’s Actual Emissions exceeded its Emissions Projection,
                              an
                              Owner shall provide the Operator with sufficient Emission
                              Allowances to cover
                              the shortfall within thirty (30) days of such notice
                              of Actual
                              Emissions.
  (e) Any
                              Owner
                              that is also a Unit 1 Owner may fulfill its obligations to provide
                              Allowances for Unit 2 hereunder by a reallocation of Allowances from
                              Unit 1 to Unit 2, provided such reallocation is permitted by and
                              effected in compliance with applicable law and provided
                              such reallocation does
                              not result in insufficient Allowances being available
                              from such Owner for
                              Unit 1.
  (f) Anything
                              to the contrary in subsections (a) through (e) above
                              notwithstanding, to the
                              extent that any emissions are regulated under a program
                              that requires Allowances
                              to be in place on a calendar cycle that is not consistent
                              with such subsections,
                              the Operator shall provide notice to the other Owners
                              at least sixty (60) days
                              prior to any relevant compliance deadline and the Owners
                              shall purchase or
                              otherwise provide their allocable shares of any required
                              Allowances at least
                              thirty (30) days prior to the relevant compliance deadline.
                              If the provision of
                              Allowances is required in advance of the end of the
                              applicable operating period
                              or as soon after the applicable operating period that
                              the Operator determines it
                              is not feasible to base the allocation of Allowances
                              on the Owners’ actual
                              energy usage, the Owners’ allocable shares shall initially be based on their
                              Ownership Shares, with a subsequent true-up based on
                              the net megawatt hours
                              taken by each Owner during the applicable operating
                              period; otherwise, the
                              allocable shares shall be based on the net megawatt
                              hours taken by each Owner
                              during the applicable operating period.
  6.9 Annual
                              Adjustment of Allowance Contribution . 
                              Each Owner’s allocation of Allowances in Unit 2’s Allowance account shall
                              be reduced upon EPA’s (or other authorized agency’s) annual deduction of
                              Allowances from Unit 2’s Allowance account pursuant to 40 C.F.R. § 73.35,
                              or other subsequently or currently applicable regulations,
                              in an amount equal to
                              its allocated share of Unit 2’s Allowances for the year or other control
                              period. To the extent that an Owner’s Allowance allocation for the year just
                              concluded exceeded its required share of Unit 2’s Emission Allowances, such
                              excess Allowances shall be credited to that Owner’s Allowance Allocation for the
                              current year.
  6.10 Excess
                              Allowances . 
                              An Owner may direct the Operator at any time to file
                              a request with applicable
                              governmental agencies to transfer Allowances from a
                              given year’s
  32
 
 subaccount
                                within Unit 2’s Allowance account to an account designated by such
                                Owner.
                                Notwithstanding the foregoing, however, there shall
                                be no obligation on the part
                                of the Operator to file a request for transfer if
                                such transfer will result in
                                the failure of Unit 2 to meet its Allowance requirements.
  6.11 Procedures
                                for Transferring Allowances; Compliance Use Dates . 
                                All Allowance transfers required or authorized by
                                this Article shall be effected
                                in accordance with procedures specified by EPA (or
                                other government agencies
                                with jurisdiction over such transfers) under EPA’s Allowance Tracking System
                                established pursuant to 40 C.F.R. Part 73, Subpart
                                C (or analogous provisions of
                                other currently or subsequently applicable Allowance
                                programs). An obligation
                                hereunder to transfer or acquire Allowances required
                                for a given calendar year
                                or other control period shall be deemed satisfied
                                only if the Allowances
                                transferred to the Unit 2 account bear a compliance-use date (as such term
                                is currently defined in 40 C.F.R. § 72.2 or any currently or subsequently
                                applicable regulations) for such year or control
                                period (or any earlier year or
                                control period).
  6.12 Restrictions
                                on Allowance Transfers to Cover Excess Emissions . 
                                The Operator shall not authorize the transfer of
                                any Allowances supplied by an
                                Owner from the Iatan Unit 2 account to the account of any other unit to
                                cover excess emissions at such other unit pursuant
                                to 40 C.F.R. § 73.35(b) or
                                any currently or subsequently applicable regulations,
                                or for any purpose (other
                                than an Owner’s exercise of its rights under Section 6.10),
                                without the prior approval of such Owner.
  6.13 Acquisition
                                of Allowances by Operator, Reimbursement of Costs . 
                                In the event that any Owner has failed to supply
                                its Annual Allowance
                                Contribution by the deadlines established under Sections
                                6.8 (c), (d), and (f)
                                of this Agreement, the Operator shall provide notice
                                thereof to such Owner. If
                                such Owner does not provide its Allowance Contribution
                                by February 15th of the
                                year immediately subsequent to the year in which
                                the emission occurred (or at
                                least thirty (30) days prior to any deadline contemplated
                                in Section 6.8(f)),
                                the Operator may attempt to acquire Allowances to
                                cover the shortfall. The costs
                                incurred by the Operator to acquire Allowances pursuant
                                to this Section 6.13
                                (including commercially reasonable brokerage fees)
                                shall be reimbursed by such
                                deficient O wner within
                                ten (10) days after receipt by such deficient O wner of an
                                invoice from the Operator documenting the incurrence
                                and amount of such costs.
                                In addition, the deficient Owner shall pay to the
                                Operator a service fee equal
                                to 25% of the costs incurred by the Operator to acquire
                                the deficient O wner ’s
                                required Allowances. In the event that the Operator
                                is unable or unwilling to
                                obtain Allowances, the Owner shall be deemed to be
                                in default of this Agreement.
                                Any Owner that fails to true-up its allowance account
                                by February 28th of each
                                year (or other applicable compliance deadline) agrees
                                to be responsible for any
                                civil or criminal sanctions imposed as a result of
                                such failure. Any Owner that
                                fails to provide its proportionate share of Emission
                                Allowances and said failure
                                results in notice of violation and/or sanctions issued
                                by a regulatory agency,
                                shall publicly acknowledge, in a manner acceptable
                                to KCPL, that it was its
                                actions or inactions that resulted in said notice
                                of violation and/or
                                sanctions.
  6.14Compliance
                                Not Measured on Unit Basis. 
                                To the extent that compliance with Allowances and
                                related requirements for any
                                type of regulated emissions (“Site-Based Emissions”) from Unit 1,
                                Unit 2, and/or any Additional Unit(s) is, pursuant to
                                applicable law
                                and
  33
 
 regulations,
                                  measured based on total emissions from the Iatan
                                  Station Site as a whole rather
                                  than separately measured based on emissions from
                                  individual units thereon, the
                                  following provisions shall apply and shall supersede
                                  any contrary provisions of
                                  Sections 6.7 through 6.13:
  (a) The
                                  Management Committee shall make a reasonable allocation
                                  of Site-Based Emissions
                                  among the units on the Iatan Station Site from
                                  time to time based on the units’
actual or (if data regarding actual emissions is
                                  not readily available)
                                  projected output of the Site-Based Emissions.
  (b) To
                                  the
                                  extent that the Unit 1 emissions allocation determined pursuant to
                                  subsection (a) exceeds the emissions allowances
                                  for the relevant Site-Based
                                  Emissions that are available to Unit 1 under the applicable regulatory
                                  regime, the Owners that are Unit 1 owners shall be responsible (in
                                  proportion to their respective Unit 1 Ownership Shares) for purchasing or
                                  providing additional Allowances so that Unit 1 will at all times have
                                  sufficient Allowances to cover the Unit 1 emissions
                                  allocation.
  (c) The
                                  Owners shall be responsible (in proportion to their
                                  respective Ownership Shares)
                                  for purchasing or providing Allowances in addition
                                  to the Allowances referred to
                                  in clause (b) so that the Iatan Station Site will
                                  at all times have sufficient
                                  Allowances to comply with the applicable Site-Based
                                  Emissions
                                  requirements.
  (d) The
                                  foregoing items (a) through (c) shall be separately
                                  determined for each
                                  different type of Site-Based Emissions.
  6.15 Regional
                                  Transmission Organizations .
  (a) Initially,
                                  Unit 2 will be designated as a network resource within
                                  SPP. Each Owner
                                  shall be authorized to register, and, if applicable,
                                  bid its entitlement to
                                  capacity and energy under this Agreement with a
                                  regional transmission
                                  organization or power pool (an “ RTO ”)
                                  that
                                  oversees or controls the dispatch of the Owner’s capacity and energy from
                                  Unit 2; provided, however, that such registration or
                                  bidding does not
                                  adversely affect the designation of Unit 2 as an SPP designated resource.
                                  All changes to RTO status will be determined by
                                  the Management
                                  Committee.
  (b) Capacity
                                  and energy from Unit 2 will be delivered to the Owners at the transmission
                                  interconnection point for Unit 2. Each Owner will be responsible for
                                  arranging for transmission service for its ratable
                                  share of such capacity and
                                  energy. Each Owner shall be responsible for any
                                  costs attributable to the
                                  Owner’s participation in an RTO that oversees or controls
                                  the dispatch of the
                                  Owner’s capacity and energy from Unit 2, including, but not limited to,
                                  energy imbalance charges and/or credits, uninstructed
                                  deviation penalties, loss
                                  charges and uplift charges/credits.
  6.16 Transaction
                                  with Other Parties . 
                                  Each Owner is entitled to transact with other parties
                                  for the supply of capacity
                                  and energy from Unit 2 in accordance with applicable regulations and
                                  separate agreements; provided that such transactions
                                  shall not convey to any
                                  party any rights hereunder or with respect to the
                                  construction and/or operation
                                  of Unit 2 and no such transactions shall result in any
                                  person or entity
                                  being in privity with the Owners or Operator hereunder.
   
 **ARTICLE
                                    VII**
  **Fuel
                                    Supply**
  7.1 Procurement
                                    of Fuel .  
                                    KCPL shall procure, furnish, or cause to be furnished,
                                    the fuel supply for the
                                    Iatan Station, including Unit 2.
  7.2 Negotiation
                                    and Renegotiation of Contracts .  
                                    KCPL shall have the right to negotiate, renegotiate
                                    or modify coal supply
                                    contracts, rail transportation and related (including
                                    but not limited to rail
                                    car supply and maintenance) contracts, and related
                                    Fuel Commodities supply
                                    contracts; and to settle disputes on all of the
                                    above.
  7.3 Ownership . 
                                    Fuel for the Iatan Station shall be paid for
                                    and owned by each Owner in
                                    accordance with the Iatan Unit 2 Accounting Manual, a copy of which is
                                    attached hereto as Exhibit J. Fuel shall include Fuel
                                    Commodities and costs included in the definition
                                    of Actual Fuel
                                    Costs.
  7.4 Fuel
                                    Supply Interruption . 
                                    If an interruption in fuel supplies or fuel transportation
                                    materially impairs
                                    the Net Generation Output of Unit 1 and/or Unit 2, then the Operator
                                    is authorized to determine how to allocate fuel
                                    supplies between Unit 1 and
                                    Unit 2. If the Owners do not unanimously agree with
                                    such allocation at the
                                    time of such fuel supply or transportation interruption,
                                    any energy generated
                                    under such circumstances shall be allocated among
                                    the Owners in proportion to
                                    their respective Common Facilities Ownership
                                    Shares. The Owners will determine
                                    at such time how to allocate equitably among
                                    the Owners the operating,
                                    maintenance and other costs incurred during such
                                    fuel interruption
                                    operation.
  7.5 KCPL
                                    Fuel Transportation .
                                     To the extent KCPL uses rail transportation facilities
                                    (including KCPL’s
                                    or its affiliates’ facilities) for delivery of fuel to the Iatan
                                    Station Site,
                                    the costs thereof shall comply with Section 5.3(f).
  **ARTICLE
                                    VIII**
  **Financial
                                    Responsibility**
  8.1 Demonstration
                                    of Creditworthiness During Construction . 
                                     Each Owner shall maintain a proven ability to
                                    pay and perform all funding
                                    and other financial obligations required of it
                                    prior to the Commercial Operation
                                    Date. The Owners may demonstrate this in any
                                    of the following ways:
  (a) by
                                    maintaining a senior unsecured long-term debt
                                    rating of not less than BBB- as
                                    determined by Standard & Poor’s (“ S&P ”)
                                    and/or
                                    Baa3 as determined by Moody’s Investors Service (“ Moody’s ”)
                                    and an
                                    ability, as supported by financial projections
                                    for a term of at least five years
                                    and, at the request of the Owners whose Ownership
                                    Shares constitute a majority
                                    of the total Ownership Shares, by an evaluation
                                    performed by S&P pursuant to
                                    its Ratings Evaluation Service or by Moody’s pursuant to its equivalent product
                                    (if available), to maintain such a rating; or
  (b) by
                                  maintaining a total indebtedness of sixty-two and
                                  one-half percent (62.5%) or
                                  less of total capitalization or maintaining net
                                  income plus interest, taxes,
                                  depreciation, amortization and certain other non-cash
                                  charges above two hundred
                                  percent (200%) of interest charges for the trailing
                                  four fiscal quarters at the
                                  end of each fiscal year; or
 (c) by
                                  providing a guarantee to KCPL (acting as agent
                                  for all the Owners) of all the
                                  Owner’s payment and performance obligations as an Owner
                                  of an undivided
                                  ownership interest in the Iatan Unit 2 Facility, in form and substance
                                  satisfactory to KCPL, in KCPL’s sole discretion, and issued by an entity having
                                  a senior unsecured long-term debt rating of not
                                  less than BBB by S&P and A3
                                  by Moody’s and an ability, as supported by financial projections
                                  for a term of
                                  at least five years and, at the request of KCPL,
                                  by an evaluation performed by
                                  S&P pursuant to its Ratings Evaluation Service or
                                  by Moody’s pursuant to its
                                  equivalent product (if available), to maintain
                                  such a rating; or
  (d) by
                                  providing an irrevocable letter of credit to KCPL,
                                  to be held and utilized
                                  exclusively by KCPL as agent for and on behalf
                                  of the Owners (subject to the
                                  relevant Owner’s right to substitute letters of credit with subsequent
                                  irrevocable letters of credit having more favorable
                                  terms to the Owner, such as
                                  improved collateral requirements or terms that
                                  reflect improvements in the
                                  entity’s financial health) supporting the Owner’s payment obligations, in form
                                  and substance satisfactory to KCPL, in its sole
                                  and reasonable discretion;
                                  provided, any letter of credit provided pursuant
                                  to this provision will expire
                                  on the date on which such Owner obtains a senior
                                  unsecured long-term debt rating
                                  of not less than Baa3 and BBB- from Moody’s and S&P, respectively. The face
                                  value of the letter of credit obtained for KCPL’s benefit hereunder will at all
                                  times during the construction period be equal to
                                  the greater of (i) fifty
                                  percent (50%) of the Owner’s ratable share of the construction costs of
                                  Unit 2 over the remaining construction period or (ii)
                                  one hundred percent
                                  (100%) of the Owner’s ratable share of the construction costs of Unit 2
                                  projected to be incurred over the next succeeding
                                  nine quarters of the
                                  construction period (or, if fewer than nine quarters
                                  remain in the construction
                                  period, such fewer quarters), in each case, as
                                  calculated quarterly in
                                  accordance with the construction budget. Any letter
                                  of credit obtained under
                                  this provision shall be issued by a financial institution
                                  having a senior
                                  unsecured long-term debt rating of not less than
                                  A- by S&P and A2 by
                                  Moody’s. The terms of the letter of credit shall provide
                                  for the release to KCPL
                                  of up to the entire face value of the letter of
                                  credit upon default by the Owner
                                  under this Agreement; or
  (e) by
                                  obtaining, within sixty (60) days of the effective
                                  date of this Agreement, two
                                  of three indicative project credit ratings of not
                                  lower than BBB- as determined
                                  by S&P, Baa3 as determined by Moody’s, and BBB- as determined by Fitch
                                  Ratings, and thereafter, by issuing electric system
                                  utility revenue bonds that
                                  receive two of three investment grade ratings of
                                  not less than BBB- as
                                  determined by S&P, Baa3 as determined by Moody’s, or BBB- by Fitch Ratings;
                                  or
  (f) by
                                  providing some alternate method of satisfying Section 8.1 that
                                  KCPL approves in its reasonable discretion.
  
 **ARTICLE
                      IX**
  **Taxes
                      and Insurance**
  9.1 Taxes;Election
                      Out of Partnership Treatment .
  (a) The
                      Owners agree that they intend that the arrangements provided
                      for in this
                      Agreement and any other ancillary agreements entered into in
                      connection herewith
                      (collectively, the “ Arrangements ”)
                      be
                      excluded from the application of Subchapter K of Chapter 1
                      of Subtitle A of the
                      Internal Revenue Code of 1986, as amended (the “ Code ”).
                      Any
                      allocation under this Agreement of general liabilities, expenses,
                      costs, charges
                      or reserves of Unit 2 that are not readily identifiable as belonging to any
                      particular Owner shall not represent a joining together of
                      the Owners to pool
                      capital for the purposes of carrying on a trade or business
                      or making common
                      investments and sharing in profits and losses therefrom. In
                      this regard, the
                      Owners do not intend to create any joint venture, partnership,
                      association
                      taxable as a corporation, or other entity for the conduct of
                      any business for
                      profit. The Owners authorize KCPL to prepare and file a return
                      satisfying the
                      requirements of United States Treasury Regulations Section
                      1.761-2(b)(2) and on
                      which an election for the Arrangements to be excluded from
                      the provisions of
                      Subchapter K is set forth. Each Owner agrees that it shall
                      (i) take no action
                      which would prevent the effectiveness of such election and
                      (ii) report its
                      respective share of the items of income, deduction and credit
                      arising from the
                      Arrangements for federal income tax purposes in a manner consistent
                      with the
                      exclusion of such arrangements from Subchapter K. Each Owner
                      authorizes KCPL to
                      take such steps as may reasonably be required to exclude the
                      Arrangements from
                      treatment as a partnership or corporation for state or local
                      income or franchise
                      tax purposes and the Owners agree that they shall provide such
                      assistance and
                      cooperation in relation thereto as may reasonably be requested.
                      Where the
                      Arrangements are not eligible for a complete exclusion from
                      partnership
                      treatment for federal or state income or franchise tax purposes,
                      the Owners
                      agree that they intend that the Arrangements be excluded from
                      partnership
                      treatment to the greatest extent possible and authorize KCPL
                      to take such steps
                      as may be reasonably necessary to secure such exclusion.
  (b) To
                      the
                      extent possible, KCPL and the other Owners shall each separately
                      report and pay
                      for all real property, franchise, business, or other taxes
                      and fees, if
                      applicable to said party, arising out of the acquisition, construction,
                      operation, disposition and co-ownership of Unit 2; provided, however, that
                      to the extent that such taxes, fees, payroll taxes, sales taxes
                      and/or use taxes
                      may be levied on or assessed against Unit 2, or its operation, or KCPL and
                      other Owners in such a manner as to make impossible the carrying
                      out of the
                      foregoing provisions of this Section, then such taxes, fees,
                      and, payroll taxes,
                      sales taxes and/or use taxes shall be paid by KCPL, and Owners
                      shall immediately
                      reimburse KCPL for their proportionate share of such payment.
                      Ad valorem taxes
                      on the Existing Common Facilities for the year in
                      which
                      the Reciprocal Conveyance Date occurs shall be
                      prorated between KCPL and the other Owners based upon their
                      Common Facilities
                      Ownership Shares. Owners shall be responsible for all sales
                      and transfer taxes
                      and recording fees incurred, if any, in connection with the
                      conveyance to Owners
                      of such undivided interests in Unit 2 and Existing Common Facilities,
                      pursuant to this Agreement.
  37
 9.2 Insurance .
  (a) KCPL,
                        during the construction of Unit 2 and the Common Facilities Upgrades, shall
                        maintain or cause to be maintained Builder’s Risk insurance in an amount and
                        including such risks as is consistent with Good Utility Practice.
                        KCPL shall
                        evaluate an owner controlled insurance program (“ OCIP ”)
                        and
                        may adopt an OCIP provided 1) the coverages are equal to
                        or broader than those
                        available under a contractor provided insurance program and/or
                        2) it is
                        economical. All
                        deductibles payable under any program of insurance, together
                        with any
                        self-insured retention, shall be borne by the Owners in proportion
                        to their
                        respective Ownership Shares or Common Facilities Ownership
                        Shares, as
                        applicable.
  (b) For
                        non-OCIP insurance coverages, and/or for the insurance coverages
                        obtained from a
                        contractor-provided insurance program, KCPL shall also reasonably
                        satisfy itself
                        and Owners that all contractors and subcontractors have minimum
                        insurance
                        coverages and limits with carriers approved by KCPL, and
                        with a rating of not
                        less than A- as determined by A.M. Best Company. The aggregate
                        costs of all
                        insurance procured pursuant to this Section shall be considered
                        a Cost of
                        Construction of Unit 2 and as such, shall be apportioned among the Owners
                        in proportion to their Ownership Shares. KCPL will advise
                        the other Owners of
                        the type and coverages of insurance procured and, advise
                        any Owner and/or the
                        Management Committee of any changes in such insurance.
  (c) Owners,
                        through the Management Committee, have the right to review
                        and comment on KCPL’s
                        safety program for construction of Unit 2.
  (d) With
                        respect to the period after the In-Service Operation Date, the Operator shall obtain insurance for the
                        Iatan Unit 2
                        Facility and the Common Facilities in an amount, and with
                        coverages, approved by
                        the Management Committee. Each Owner shall pay its proportionate
                        Ownership Share
                        or Common Facilities Ownership Share, as applicable, of the
                        insurance premiums
                        for the Iatan Unit 2 Facility, for the Common Facilities, and all other
                        costs associated with insuring said facilities, unless otherwise
                        agreed to by
                        the Owners.
  (e) During
                        the construction of Unit 2 and with respect to the period after In-Service
                        Operation Date each Owner may supplement the insurance coverage
                        maintained by
                        KCPL at its own expense.
  (f) Each
                        Owner and the Rural Utilities Service shall be a named as
                        insureds (as their
                        interests may appear) under the insurance policies, with
                        subrogation rights
                        waived.
  (g) The
                        Operator, subject to confidentiality provisions it may require
                        in its reasonable
                        discretion and Article XVII, shall provide copies of insurance
                        policies
                        applicable to Unit 2 to Owners upon request.
  (h) Upon
                        receipt of notice of premium payments due for any insurance
                        coverage, the
                        Operator shall send a copy thereof to each Owner, which shall
                        pay its share of
                        the premium due in accordance with the applicable Cash Flow
                        Memorandum.
   
 **ARTICLE
                          X**
  **Partition;
                          Encumbrance; Transfer**
  10.1 Partition . The Owners and their successors and assigns hereby waive
                          their respective rights
                          with respect to the partition of the Iatan Unit 2 Facility, the Common
                          Facilities, and any portion thereof for a period of time
                          ending with the
                          abandonment of the use thereof for the generation, transmission
                          or distribution
                          of electricity. No Owner shall have the power or right
                          to take or resort to any
                          action (including, without limitation, any court proceeding
                          at law or in equity)
                          for the purpose of or which might result in a partition
                          of the Iatan Unit 2
                          Facility, the Common Facilities, or any portion thereof.
                          Each Owner, for itself
                          and its successors and assigns, hereby releases all partition
                          rights in respect
                          thereof, whether now existing or hereafter accruing, whether
                          under common law or
                          statute, and whether in kind or otherwise, and each Owner
                          shall from time to
                          time, upon written request by any other Owner, execute
                          and deliver such further
                          instruments as may be necessary or appropriate to confirm
                          the foregoing waiver
                          and release of partition rights.
  10.2 Encumbrance .
  (a) Each
                          Owner and its successors and assigns of the Iatan Unit 2 Facility, the
                          Common Facilities or any portion thereof shall have the
                          right to and may
                          encumber its Ownership Share and its Common Facilities
                          Ownership Share, or any
                          portion thereof, (subject to the provisions of this Ownership
                          Agreement) by any
                          deed of trust, mortgage indenture or other security agreement,
                          whether now
                          existing or hereafter created as security for its present
                          or future bonds or
                          other obligations or securities, without the prior consent
                          of any other Owner,
                          and any trustee or secured party thereunder, when acting
                          pursuant to the
                          provisions thereof, shall have the benefit of, and may
                          require and enforce
                          performance of, the covenants and obligations herein and
                          may exercise all rights
                          and powers of such Owner under this Agreement as the same
                          may then be in effect;
                          provided, however, that nothing herein shall be construed
                          to change, abrogate or
                          limit in any way any rights and/or protections available
                          to any of the Owners
                          pursuant to the Bankruptcy Code, including, but not limited
                          to 11 U.S.C. §
363(h) therein, or Mo. Rev. Stat. § 393.105.
  (b) Notwithstanding
                          the foregoing or any provision of any other of the Agreements,
                          KEPCO shall have
                          the right to and may encumber in favor of the United States
                          of America, acting
                          through the Administrator of the Rural Utilities Service
                          (“ RUS ”),
                          and
                          its other lenders, by any deed of trust, mortgage indenture
                          or other security
                          agreement, whether now existing or hereafter created as
                          security for its present
                          or future bonds or other obligations or securities, its
                          Ownership Share and its
                          Common Facilities Ownership Share, or any portion thereof,
                          and its interests in
                          the Agreements, without the prior consent of any other
                          Owner, and any trustee or
                          secured party under any such security agreement (a “ Secured
                          Party ”),
                          when
                          acting pursuant to the provisions thereof, (i) shall have
                          the benefit of, and
                          may require and enforce performance of, the covenants and
                          obligations in the
                          Agreements and may exercise all rights and powers of KEPCO
                          under the Agreements
                          as the same may then be in effect (provided, however, that
                          nothing herein shall
                          be construed to change, abrogate or limit in any way any
                          rights and/or
                          protections available to any of the Owners pursuant to
                          the Bankruptcy Code,
                          including, but not limited to 11 U.S.C. § 363(h) therein, or Mo. Rev. Stat. §
393.105), and (ii) without the approval
  
 of
                        any
                        Owner, may cause such encumbered Ownership Share, Common
                        Facilities Ownership
                        Share and interests in the Agreements to be sold, assigned
                        or otherwise
                        transferred pursuant to the exercise of its remedies under
                        such security
                        agreement or in connection with a settlement of a debt secured
                        by such security
                        agreement. Any transfer pursuant to clause (ii) of the immediately
                        preceding
                        sentence shall be made subject to (A) the provisions of Section
                        10.4 (except in
                        the event that such Secured Party has complied with the provisions
                        of Section
                        10.2(c), in which case the provisions of Section 10.4 shall
                        not apply to such
                        transfer if such transfer is consummated within twelve (12)
                        months of the
                        applicable Lapse Date), and (B) all of the other benefits
                        and burdens of the
                        covenants and obligations applicable thereto as provided
                        in the Agreements. Any
                        such transferee shall assume and agree, in writing, delivered
                        to the other
                        Owners, to perform the provisions of the Agreements, and
                        at such point shall be
                        deemed an Owner, an “Assignee,” “Unit 2 Site Lessee,” a “Nower Property
                        Lessee” or other appropriate party under the Agreements.
  (c) Any
                        transfer by a Secured Party pursuant to clause (ii) of the
                        first sentence of
                        Section 10.2(b) shall be made subject to the provisions of
                        Section 10.4, unless
                        the Secured Party shall have offered (or caused KEPCO to offer)
                        to sell, subject to regulatory approval, its Ownership Share
                        and its Common
                        Facilities Ownership Share and its interests in the Agreements
                        (collectively,
                        the “ Transferable
                        Interests ”)
                        first
                        to KCPL and then to the other Owners at the Appraised Value
                        in compliance with
                        the provisions of this Section 10.2(c). Should KCPL elect
                        to purchase the entire
                        Transferable Interests (a “ KCPL
                        Acquisition Election ”)
                        available, the other Owners shall have no right to purchase
                        such available
                        Transferable Interests. Should KCPL elect not to acquire
                        all of the Transferable
                        Interests within fifteen (15) days following receipt of the
                        final calculation of
                        the Appraised Value, the other Owners may, subject to regulatory
                        approval, elect
                        by written notice to KCPL within seven (7) days following
                        the end of such
                        fifteen (15) day period to acquire the remaining
                        Transferable Interests in
                        proportion to their respective Ownership Shares at the Appraised
                        Value (each, an
“ Other
                        Owner Acquisition Election ”).
                        To
                        the extent that Transferable Interests remain after the initial
                        round of KCPL
                        Acquisition Elections and Other Owner Acquisition Elections,
                        KCPL and the other
                        Owners shall have the right to make subsequent KCPL Acquisition
                        Elections and
                        Other Owner Acquisition Elections for any remaining Transferable
                        Interests (with
                        KCPL’s right to make KCPL Acquisition Elections superseding the
                        other Owners’
rights to make Other Owner Acquisition Elections). Succeeding
                        rounds of KCPL
                        Acquisition Elections and Other Owner Acquisition Elections
                        may continue until
                        no such Transferable Interests remain; provided, that all KCPL Acquisition Elections and Other Owner Acquisition Elections
                        under this Section
                        10.2(c) shall be completed within forty-five (45) days following
                        KCPL’s receipt
                        of the final calculation of the Appraised Value (such forty-fifth
                        day, the
“ Lapse
                        Date ”).
                        In
                        the event that by the Lapse Date not all of the Transferable
                        Interests are
                        elected to be acquired by KCPL or the other Owners, then
                        none of the
                        Transferable Interests shall be acquired by KCPL or the other
                        Owners under this
                        Section 10.2(c), and the Secured Party may then transfer
                        or cause to be
                        transferred the Transferable Interests pursuant to clause
                        (ii) of the first
                        sentence of Section 10.2(b) free of the requirements of Section
                        10.4, if such
                        transfer is consummated within twelve (12) months of the
                        Lapse Date. If all of
                        the Transferable Interests are to be acquired by KCPL and
                        the other Owners
                        pursuant to this Section 10.2(c), KEPCO (or the Secured Party,
                        as applicable),
                        KCPL and the other Owners, as applicable, shall diligently
                        work to complete the
                        purchase of the Transferable Interests on arm’s length commercially reasonable
                        terms, and the relevant Owners shall pay their respective
                        shares
 40
 
 of
                      the
                      Appraised Value in immediately available funds directly to
                      the Secured Party at
                      the completion of such purchase.
  For
                      purposes of this Section 10.2(c), “ Appraised
                      Value ”
shall
                      mean the value of the Transferable Interest determined as follows:
  (1) Each
                      of
                      the Secured Party and KCPL shall appoint an appraiser within
                      fifteen (15) days
                      following the date that the Secured Party gives written notice
                      to KCPL of the
                      Secured Party’s intent to transfer or cause to be transferred the Transferable
                      Interests pursuant to clause (ii) of the first sentence of
                      Section 10.2(b) free
                      of the requirements of Section 10.4 (such fifteenth day, the
“ Trigger
                      Date ”).
  (2) The
                      Secured Party and KCPL
                      shall jointly appoint a third appraiser from a list of four
                      appraisers, which
                      list shall be comprised of two appraisers proposed by the appraiser
                      appointed by
                      the Secured Party and two appraisers proposed by the appraiser
                      appointed by
                      KCPL. Such proposals shall be submitted by the first two appraisers
                      within ten
                      (10) days of the date on which the second such appraiser is
                      appointed. If the
                      Secured Party and KCPL are unable to agree on such jointly
                      appointed appraiser
                      within ten (10) days of receipt of the list of four proposed
                      appraisers, each of
                      the Secured Party and KCPL may strike one proposed appraiser
                      from the list of
                      four and names of the remaining two proposed appraisers shall
                      be submitted to
                      the senior officer resident in the American Arbitration Association
                      office in
                      St. Louis, Missouri (or such successor regional office thereof
                      as shall serve
                      the State of Missouri) who shall, or shall appoint a person
                      to, choose one
                      appraiser from the remaining two proposed appraisers. If the
                      Secured Party or
                      KCPL refuses or is unable to participate in the process of
                      appointing appraisers
                      as described above, the Appraised Value shall be determined
                      by a single
                      independent appraiser appointed by the party that is participating
                      in the
                      valuation process.
  (3) The
                      three
                      appraisers selected as provided above shall be instructed to
                      determine the fair
                      market value for the Transferable Interests within sixty (60)
                      days following the
                      selection of the third appraiser by using the discounted cash
                      flow method of
                      valuation.
  (4) The
                      appraisers shall not be required to submit detailed appraisals
                      but each shall be
                      required to submit a single numerical value for the Transferable
                      Interests. If
                      the highest or lowest of the three values varies from the arithmetic
                      mean of the
                      other two values by more than 10% of such arithmetic mean,
                      then the highest or
                      lowest (or both, if both the highest and lowest vary from the
                      arithmetic mean of
                      the other two values by more than 10% of the mean of the other
                      two values) shall
                      be discarded and the Appraised Value shall be the arithmetic
                      mean of the
                      remaining two values (or the one remaining value if only one
                      remains). If none
                      of the values is discarded pursuant to the preceding sentence,
                      then the
                      Appraised Value shall be the arithmetic mean of all three values.
                      The Appraised
                      Value determined pursuant to the foregoing procedure shall
                      be final and binding
                      on the parties.
  (5) Each
                      appraiser appointed or proposed hereunder must be an appraiser,
                      accountant,
                      investment banker, certified financial analyst (with the professional
                      designation “CFA”) or commercial banker in each case experienced in the
                      valuation of industrial assets. Any dispute regarding the qualification
                      of any
                      appraiser proposed or appointed hereunder shall be resolved
                      by arbitration
                      before the appraisal process proceeds.
  41
 (6) Each
                        of
                        KCPL and KEPCO shall
                        bear the cost of the appraiser that it appoints (or is appointed
                        on its behalf);
                        provided, that if KCPL does not purchase the Transferable
                        Interests the cost of
                        the appraiser appointed by KCPL shall be borne by the Owners
                        that are acquiring
                        Transferable Interests pro rata in proportion to their Ownership
                        Shares. KEPCO
                        and the Owners acquiring Transferable Interests shall all
                        bear all other costs
                        of the appraisal (including the cost of the third appraiser)
                        in proportion to
                        their Ownership Shares.
 10.3 Transfer . 
                        No Owner shall have the power or the right, without the prior
                        written consent of
                        all other Owners, which
                        consent shall not be unreasonably delayed or withheld, to
                        sell,
                        transfer or assign any right, title or interest in, or create
                        any lien or
                        encumbrance on, all or any part of the facilities and property
                        represented by
                        its Ownership Share therein, except that no consent shall
                        be required for an
                        Owner (a) to encumber or transfer such Ownership Share, Common
                        Facilities
                        Ownership Share and interests in the Agreements as provided
                        in Section 10.2, or
                        (b) to transfer such Ownership Share to another corporation
                        or other entity
                        (whether or not affiliated with such Owner), together with
                        all or substantially
                        all of its other utility property, whether by sale or pursuant
                        to or as a result
                        of a merger, consolidation, liquidation or corporate reorganization,
                        provided
                        that such corporation or other entity by written agreement
                        or by operation of
                        law assumes the obligations hereunder of the Owner transferring
                        such Ownership
                        Share, or (c) to transfer such Ownership Share or any portion
                        thereof pursuant
                        to the provisions of Section 10.4.
  10.4 Right
                        of First Refusal .
  (a) Except
                        with respect to transfers permitted without
                        the consent of any party under Section 10.2 or 10.3, should
                        any Owner desire to sell, transfer, assign, convey or otherwise
                        dispose of all
                        or any part of its Ownership Share (the “ Transfer
                        Share ”)
                        to any
                        other entity or agency whatsoever including any other Owner
                        (the “ Proposed
                        Transferee ”),
                        the
                        other Owners (the “ Remaining
                        Owners ”)
                        shall
                        have rights of first refusal, as provided in this Section
                        10.4, to purchase such
                        Transfer Share, and such Owner shall have neither the power
                        nor the right to
                        dispose of such Transfer Share except as follows:
  (b) Any
                        Owner
                        desiring to dispose of its Transfer Share shall first serve
                        a written Notice of
                        Intent to Transfer upon the Remaining Owners. Such Notice
                        shall contain the
                        approximate proposed date of disposition of such Transfer
                        Share, the terms and
                        conditions of the disposition to the Proposed Transferees,
                        and the terms and
                        conditions under which such Owner would sell such Transfer
                        Share to the
                        Remaining Owners (including, without limitation, the right
                        to purchase for
                        cash), which shall be at least as favorable to the Remaining
                        Owners as the terms
                        and conditions offered by the Proposed Transferee. The Owner
                        desiring to dispose
                        of its Transfer Share shall also provide the Remaining Owners
                        with a copy of any
                        bona fide offer, which the departing Owner desires to accept.
                        The terms and
                        conditions of any such written offer shall be subject to
                        the confidentiality
                        provisions of Article XVII.
  (c) Each
                        Remaining Owner desiring to purchase all or any portion of
                        such Transfer Share
                        shall signify such desire by serving written Notice of Intent
                        to Purchase upon
                        the Owner desiring to dispose of such Transfer Share and
                        the other Remaining
                        Owners within ninety (90) days after receipt of Notice of
                        Intent to Transfer
                        under Section 10.4(b).
  (d) If
                        the
                        Remaining Owners signify their intention under Section 10.4(c)
                        to purchase in the aggregate more than the entire Transfer
                        Share, then each such
                        Remaining Owner shall have the right to purchase (i) the
                        lesser of its requested
                        amount or a portion of the Transfer Share equal to the ratio
                        of its Ownership
                        Share to aggregate Ownership Shares of the Remaining Owners
                        who have served a
                        Notice of Intent to Purchase under Section 10.4(c),
                        plus (ii) additional shares to the extent available after
                        (i), such that its
                        total acquired amount does not exceed its original request.
 (e) If
                        in
                        their Notices of Intent to Purchase served under Section 10.4(c)
                        the Remaining Owners should signify an intention to purchase
                        less than the
                        entire Transfer Share, the Remaining Owners shall have an
                        additional sixty (60)
                        days after receipt of the last Notice of Intent to Purchase
                        under Section 10.4(c)
                        to signify their intention to purchase the remaining portion
                        of the Transfer
                        Share.
  (f) If
                        and
                        when intention to purchase all
                        or a
                        portion of the  Transfer
                        Share has been signified by written Notices of Intent to
                        Purchase from the
                        Remaining Owners, disposal of such Transfer Share shall be
                        effected by the Owner
                        thereof to the Remaining Owners in accordance with their
                        respective Notices of
                        Intent to Purchase, subject to all required governmental
                        regulatory approvals
                        thereof, and release of any liens imposed thereon by or through
                        the Owner
                        thereof.
  (g) If,
                        after
                        the 60-day period specified in Section 10.4(e), the Remaining
                        Owners still have
                        not provided written notice of their intent to
                        purchase all of the
                        Transfer Share, the Owner thereof shall be free to dispose
                        of the
                        remaining portion ( *i.e.* ,
                        that
                        portion which the Remaining Owners have not signified their
                        intention to
                        purchase) of such
                        Transfer Share to the Proposed Transferee upon the terms
                        and conditions stated
                        in its bona fide written offer.
  (h) Any
                        disposition of a Transfer Share hereunder, whether to any
                        Remaining Owner or
                        Owners or to any Proposed Transferee, shall be made subject
                        to all of the
                        benefits and burdens of the covenants and obligations applicable
                        thereto as
                        provided in this Agreement. Any such Proposed Transferee
                        shall, upon receipt of
                        such Transfer Share, assume and agree, in writing, delivered
                        to the other
                        Owners, to perform the provisions of this Agreement, and
                        at such point shall be
                        deemed an Owner under this Agreement.
  10.5 Restrictions
                        on Transfer of KCPL’s Obligation as Operator . 
                        Notwithstanding anything in this Article X, KCPL shall not
                        transfer or assign
                        its obligations as Operator, except (a) as provided for in Section 5.3(b),
                        or (b) in connection with a transfer of its entire Ownership
                        Share subject to
                        the restrictions and the consent requirement set forth in Section 10.3.
  10.6R equired
                        Transfer of Common Facilities and Interest in Real Property . 
                        The Transfer Share shall include an appropriately allocable
                        share of the
                        transferring Owner’s Common Facilities Ownership Share and the transferring
                        Owner’s interest in any real property at the Iatan Station Site.
  10.7 Environmental
                        Control Financing .
 
                        Insofar as it may be required for the financing of environmental
                        control or
                        other facilities through the Environmental Improvement and
                        Energy Resources
                        Authority of the State of Missouri, pursuant to §§ 260.005 through 260.125,
                        RSMo, as
  43
 
 amended,
                          each of the Owners may individually sell, convey or grant
                          leasehold estates in
                          its undivided interest in such facilities and non-exclusive,
                          appurtenant
                          licenses, easements and rights-of-way over, across, through
                          and under the Iatan
                          Unit 2 Facility for the purposes of locating and maintaining
                          such
                          facilities on the Iatan Unit 2 Facility and providing such rights of access
                          to such facilities as may be necessary for their inspection
                          during the term of
                          any such leasehold estate; provided, however, that no such
                          sale, conveyance,
                          leasehold, license, easement or right-of-way shall (i)
                          grant or purport to grant
                          any right to operate, remove and/or partition or cause
                          any partition to occur
                          with respect to any of the machinery, equipment, buildings,
                          structures or
                          facilities constituting a part of the Iatan Unit 2 Facility or (ii)
                          unreasonably interfere with or materially impair the use
                          of any then existing
                          facilities located on Iatan Station Site; further provided,
                          however, that
                          nothing herein shall be construed to change, abrogate or
                          limit in any way any
                          rights and/or protections available to any of the Owners
                          pursuant to the United
                          States Bankruptcy Code, including, but not limited to 11
                          U.S.C. § 363(h)
                          therein, or Mo. Rev. Stat. § 393.105.
  **ARTICLE
                          XI**
  **Covenants
                          and
                          Obligations**
  11.1 Equitable
                          Servitudes . 
                          The respective covenants and obligations of the Owners
                          under this Agreement are
                          intended to be in the nature of equitable servitudes (not
                          liens) which shall run
                          with the respective rights, titles and interests of their
                          Ownership Shares and
                          Common Facilities Ownership Shares and be for the benefit
                          of and be binding upon
                          any and all persons whomsoever having or claiming any right,
                          title or interest
                          in or to the Iatan Unit 2 Facility and the Common Facilities or any portion
                          thereof by, from, through or under the Owners, or their
                          successors or
                          assigns.
  11.2 Independent
                          Covenants and Obligations . 
                          As between and among the Owners, the covenants and obligations
                          contained in this
                          Ownership Agreement are to be deemed to be independent
                          covenants, not dependent
                          covenants, and the obligation of any Owner to keep and
                          perform all of the
                          covenants and obligations assumed by or imposed upon it
                          hereunder is not
                          conditioned upon the performance by any other Owner of
                          all or any of the
                          covenants and obligations to be kept and performed by it.
  11.3 Several
                          Obligations . 
                          The obligations and liabilities of the Owners are intended
                          to be several and not
                          joint or collective, and nothing herein contained shall
                          be construed to create
                          an association, joint venture, trust or partnership. Each
                          Owner shall be
                          individually responsible for the performance of its own
                          obligations herein
                          provided. No Owner shall have a right or power to bind
                          any other Owner without
                          its express written consent, except as expressly provided
                          in this Agreement or
                          in an ancillary agreement.
  11.4 Risk
                          of Loss; Liability . 
                          All risk, loss and damage arising out of the ownership,
                          construction, operation
                          or maintenance of any portion of the Iatan Unit 2 Facility and the Common
                          Facilities, shall be borne by the Owners thereof in proportion
                          to their
                          Ownership Shares or Common Facilities Ownership Share,
                          as applicable, all or
                          portions of which shall be insured by the Operator as set
                          forth in Section 9.2. If
                          any Owner, by reason of joint liability, shall be called
                          upon to make any
                          payment or incur any obligation in excess of its proportionate
  44
 
 Ownership
                            Share or
                            Common
                            Facilities Ownership Share, as applicable, then the
                            other Owners shall have the obligation to pay and reimburse,
                            regardless of cost,
                            such Owner proportionately to the extent of any such
                            excess by tendering payment
                            upon ten (10) business days’ notice of such Owner’s payment in excess of its
                            Ownership Share or
                            Common Facilities Ownership Share, as applicable . Nothing
                            contained herein shall result in any Unit 1 owner being liable to any
                            Owners for any loss or damage resulting from the ownership,
                            construction,
                            operation or maintenance of any portion of Unit 1, and nothing contained
                            herein shall result in any Owner being liable to any
                            Unit 1 owner for any
                            loss or damage resulting from the ownership, construction,
                            operation or
                            maintenance of any portion of Unit 2.
  11.5 Indemnity .
  (a) Subject
                            to Section 11.6(a)
                            and (b), and to the maximum extent permitted by law,
                            each Owner hereby agrees to
                            indemnify, defend and hold harmless each other Owner
                            (an “ Indemnified
                            Owner ”)
                            against, and agrees to hold each Indemnified Owner harmless
                            from any claims,
                            damages, liabilities, liens, losses or other obligations
                            whatsoever incurred or
                            suffered by an Indemnified Owner (together with reasonable
                            costs and expenses,
                            including reasonable fees and disbursements of counsel
                            relating thereto) to
                            the
                            extent arising
                            out of: (a) the failure of the Owner to satisfy, discharge
                            or pay any liability
                            owed by it hereunder, or (b) any misrepresentation or
                            material breach of
                            warranty by the Owner in this Agreement or any material
                            breach of a covenant or
                            agreement made or to be performed by the Owner pursuant
                            to this
                            Agreement.
  (b) To
                            the
                            maximum extent permitted by law, each other Owner hereby
                            agrees to indemnify
                            KCPL (whether acting in its capacity as Operator or otherwise)
                            against, and
                            agrees to hold KCPL harmless in proportion to such Owner’s Ownership Share or
                            Common Facilities Ownership Share, as applicable, from
                            any claims, damages,
                            liabilities, liens, losses or other obligations whatsoever
                            incurred or suffered
                            by KCPL (together with reasonable costs and expenses,
                            including reasonable fees
                            and disbursements of counsel relating thereto) to the
                            extent arising out of
                            KCPL’s (or Operator’s) planning, design, construction and operation of
                            Unit 2, except to the extent of any losses shown to be the
                            result of KCPL’s
                            (or the Operator’s) gross negligence or willful misconduct.
  11.6 Exculpation .
  (a) Anything
                            to the contrary herein notwithstanding, KCPL (whether
                            acting individually or in
                            its capacity as Operator) shall not have any liability
                            to any other Owner for
                            any loss, cost, damage or expense incurred by such Owner
                            except to the extent
                            determined to have resulted from the gross negligence
                            or willful misconduct of
                            KCPL (or Operator).
  (b) No
                            Owner
                            shall be liable hereunder for consequential, special
                            or exemplary damages,
                            regardless of whether such damages were or are reasonably
                            foreseeable.
  11.7 Equal
                            Opportunity . 
                            During the performance of this Agreement, Operator agrees
                            as
                            follows:
  (a) Operator
                            shall not discriminate against any employee or applicant
                            for employment because
                            of race, color, religion, sex or national origin. Operator
                            shall
                            take
   
 affirmative
                              action to ensure that applicants, and employees are
                              treated without regard to
                              their race, color, religion, sex or national origin.
                              Such action shall include,
                              but not be limited to the following: employment, upgrading,
                              demotion or
                              transfer; recruitment or recruitment advertising; layoff
                              or termination; rates
                              of pay or other forms of compensation; and selection
                              for training, including
                              apprenticeship. Operator agrees to post in conspicuous
                              places, available to
                              employees and applicants for employment, notices to
                              be provided setting forth
                              the provisions of this nondiscrimination clause.
  (b) Operator
                              shall, in all solicitations or advertisements for employees
                              placed by or on
                              behalf of Operator, state that all qualified applicants
                              shall receive
                              consideration for employment without regard to race,
                              color, religion, sex or
                              national origin.
  (c) Operator
                              shall send to each labor union or representative of
                              workers with which it has a
                              collective bargaining agreement or other contract or
                              understanding, a notice to
                              be provided advising the said labor union or workers’ representative of
                              Operator’s commitments under this Article, and shall post copies
                              of the notice
                              in conspicuous places available to employees and applicants
                              for
                              employment.
  (d) Operator
                              shall comply with all provisions of Executive Order
                              11246 of September 24, 1965,
                              and of the rules, regulations and relevant orders of
                              the Secretary of
                              Labor.
 
 (e) Operator
                              shall furnish all information and reports required
                              by Executive Order 11246 of
                              September 24, 1965, and by the rules, regulations and
                              orders of the Secretary of
                              Labor, or pursuant thereto, and shall permit access
                              to his books, records and
                              accounts by the administering agency and the Secretary
                              of Labor for purposes of
                              investigation to ascertain compliance with such rules,
                              regulations and
                              orders.
  11.8 Buy
                              American . 
                              In the performance of this Agreement, KCPL shall use
                              Commercially Reasonable
                              Efforts to use or furnish or cause to be used or furnished
                              no unmanufactured
                              articles, materials and supplies which have not been
                              mined or produced in the
                              United States or any eligible country, and no manufactured
                              articles, materials
                              and supplies which have not been manufactured in the
                              United States or any
                              eligible country substantially all from articles, materials
                              and supplies mined,
                              produced or manufactured, as the case may be, in the
                              United States or any
                              eligible country (except to the extent that compliance
                              with the second paragraph
                              of the Rural Electrification Act of 1938, being Title
                              IV of the Work Relief and
                              Public Works Appropriation Act of 1938 (Public Resolution
                              No. 122,
                              75 th Congress, approved June 21, 1938) has been waived by
                              the Administrator of RUS),
                              the cost of which in the aggregate exceeds (i) 100%
                              minus the Ownership Share of
                              KEPCO of (ii) the aggregate of the cost of all such
                              articles, materials and
                              supplies used or furnished in connection with the construction
                              of the Iatan
                              Unit 2 Facility and the related Common Facilities Upgrades.
                              For purposes of
                              this Section, an “eligible country” is any country that applies with respect to
                              the United States an agreement ensuring reciprocal
                              access for United States
                              products and services and United States suppliers to
                              the markets of that
                              country, as determined by the United States Trade Representative.
                              KCPL agrees to
                              provide KEPCO such information, documents, and certificates
                              with respect to
                              articles, materials or supplies used in connection
                              with the Iatan Unit 2
                              Facility as KEPCO may reasonably request from time
                              to time.
  
 **ARTICLE
                              XII**
  **Arbitration**
  12.1 Controversies . 
                              Any controversy between or among Owners and/or the
                              Operator arising out of or
                              relating to this Agreement, or any breach hereof or
                              default hereunder, shall be
                              submitted to binding arbitration upon the request of
                              any Owner in the manner
                              provided herein; provided, however, that no Owner shall
                              seek to arbitrate a
                              controversy between or among the Owners without the
                              Owner’s most senior
                              executive first attempting in good faith to resolve
                              the dispute with the most
                              senior executive(s) of the other Owner(s) involved
                              in the dispute. Such
                              executives shall decide, within ten (10) days of a
                              written notice of controversy
                              specifically referring to this Section 12.1, the maximum
                              period during which
                              they will attempt to resolve the dispute before any
                              Owners or the Operator may
                              serve a Notice to Arbitrate as provided in Section
                              12.2. If such executives fail
                              for any reason to agree upon a maximum period during
                              which they will attempt to
                              resolve the controversy, then the maximum period shall
                              end forty-five (45) days
                              after the written notice of controversy specifically
                              referring to this Section
                              12.1.
  12.2 Notice
                              to
                              Arbitrate . 
                              The Owner submitting a request for arbitration shall
                              serve a written notice (a
“Notice to Arbitrate”) upon all
                              Owners including the
                              other
                              Owner or Owners against which a remedy or determination
                              is sought, setting forth
                              in detail the matter or matters to be arbitrated, including
                              a statement of the
                              facts or circumstances giving rise to such controversy
                              and such Owner’s
                              contention with respect to the correct determination
                              thereof.
  12.3 Selection
                              of Arbitrator and Venue . 
                              If the Owners directly involved in such controversy
                              are unable to agree upon and
                              appoint, within twenty (20) days of the date of service
                              of the Notice to
                              Arbitrate, three persons to act as arbitrators, then
                              the arbitrators shall be
                              selected by the American Arbitration Association from
                              its then current list of
                              neutrals. The venue for any arbitration under this
                              Agreement shall be Kansas
                              City, Missouri.
  12.4 Scope
                              of Arbitration . 
                              Any arbitrators serving hereunder shall give full force
                              and effect to all
                              provisions of this Agreement and any applicable ancillary
                              agreement as may be
                              involved, shall hear evidence submitted by the respective
                              Owners, and may call
                              for additional information, which additional information
                              shall be furnished by
                              the Owner(s) having such information. Consistent with
                              the expedited nature of
                              arbitration, each party will, upon the written request
                              of the other party,
                              promptly provide the other with copies of documents
                              on which the producing party
                              may rely in support of or in opposition to any claim
                              or defense. Any dispute
                              regarding discovery, or the relevance or scope thereof,
                              shall be resolved by the
                              arbitrators, whose findings shall be conclusive. All
                              discovery shall be
                              completed within forty-five (45) days following the
                              appointment of the
                              arbitrators, unless the arbitrators determine in their
                              discretion that
                              additional time is warranted, but not to exceed ninety
                              (90) additional days. All
                              objections to discovery are reserved for the arbitration
                              hearing except for
                              objections based on privilege, work product and proprietary
                              or confidential
                              information.
  12.5 Findings
                              and Award . 
                              All decisions concerning the arbitration, including
                              the ultimate findings, shall
                              be made by majority vote of the three arbitrators.
                              The award shall be made
                              within six (6) months of the filing of the Notice to
                              Arbitrate (or such shorter
                              period as the parties may agree at the commencement
                              of the arbitration), and the
                              arbitrators shall agree to
  47
 
 comply
                                with this schedule before accepting appointment;
                                provided, however, that this
                                time limit may be extended by agreement of the parties
                                or by the arbitrators if
                                necessary. The arbitrators will have no authority
                                to provide injunctive relief
                                (except that the arbitrators may order the disclosure
                                of documents which have
                                been improperly withheld from a Covered Owner, subject
                                to strict confidentiality
                                to protect the disclosing party's right to retain
                                such information as
                                confidential and proprietary); nor shall the arbitrators
                                have the authority to
                                award punitive or other damages not measured by the
                                prevailing party’s actual
                                damages except as may be required by statute. The
                                findings and award of the
                                arbitrators shall be final, binding and conclusive
                                with respect to the matter or
                                matters submitted to arbitration subject to challenges
                                alleging fraud or gross
                                misconduct on the part of the arbitrators.
  12.6 Costs . 
                                The fees and expenses of the arbitrators shall be
                                borne equally by the Owners
                                directly involved in such arbitration. All other
                                expenses and costs of the
                                arbitration shall be borne by the Owner incurring
                                the same.
  **ARTICLE
                                XIII**
  **Force
                                Majeure**
  13.1 Force
                                Majeure . 
                                If, because of a Force Majeure, any Owner is unable
                                to carry out and perform any
                                of its obligations under this Agreement, and if such
                                Owner promptly gives the
                                other Owners written notice of such Force Majeure,
                                then the obligation of the
                                Owner giving such notice shall be suspended to the
                                extent made necessary by such
                                Force Majeure and during its continuance, provided
                                the Owner exercises
                                Commercially Reasonable Efforts to mitigate the effect
                                of the Force
                                Majeure.
  **ARTICLE
                                XIV**
  **Accounting
                                and Payment Procedures**
  14.1 Planning
                                of Cash Flow Requirements . 
                                KCPL shall project, and the Owners shall pay, the
                                funds required for the
                                construction (and
                                any
                                reconstruction following a casualty) of the
                                Iatan Unit 2 Facility and the Common Facilities Upgrades in
                                accordance with
                                the Cash Flow Memorandum attached as Exhibit I-1 (the
“Construction Period Cash
                                Flow Memorandum”). KCPL
                                shall project, and the Owners shall pay, the funds
                                required for the operation,
                                maintenance and capital improvement of the Iatan
                                Unit 2 Facility and the
                                Common Facilities in accordance with the Cash Flow
                                Memorandum attached as
                                Exhibit I-2 (the “Operating Period Cash Flow Memorandum”). The
                                Construction Period Cash Flow Memorandum shall be
                                updated periodically by KCPL
                                to reflect changes in the cash flow requirements,
                                modifications to the critical
                                path, and increases and decreases in the scope of
                                the Iatan 2 project. Any
                                variance in actual requirements from projected requirements
                                shall not excuse
                                timely payment by the Owners.
  14.2 Record-Keeping;
                                Accounting Manual . 
                                KCPL will develop and keep all records and perform
                                all accounting for the Iatan
                                Unit 2 Facility and the Common Facilities according to
                                GAAP and FERC
                                guidelines as prescribed in 18 C.F.R. Pt. 101. Such
                                accounting and record
                                keeping shall be performed in accordance with the
                                procedures set forth in the
                                Accounting Manual, a copy of which is attached as Exhibit
                                J
                                (the “Accounting Manual”). Each Owner will
   
 be
                                  responsible for preparing and filing its required
                                  governmental reports. The
                                  Accounting Manual may be amended at any time by
                                  the unanimous written approval
                                  of the Owners, provided that each such amendment
                                  shall be in accordance with the
                                  principles set forth in this Agreement.
  14.3 Construction
                                  Fund .
                                  Funds
                                  for the construction of the Iatan Unit 2 Facility and the Common Facilities
                                  Upgrades will be provided by the Owners and settlements
                                  therefor will be made in
                                  accordance with the Construction
                                  Period Cash
                                  Flow
                                  Memorandum.
  **ARTICLE
                                  XV**
  **General
                                  Provisions**
  15.1 Implementing
                                  and Confirmatory Instruments .
                                   Each Owner shall execute such instruments as may
                                  from time to time
                                  reasonably be requested by any other Owner to implement
                                  the provisions of this
                                  Agreement, including instruments of conveyance
                                  and transfer, to confirm the
                                  effective Ownership Shares in the facilities and
                                  property that then constitute
                                  the Iatan Unit 2 Facility or any portion thereof and/or the effective
                                  Common Facilities Ownership Shares. Each additional
                                  Owner shall sign and deliver
                                  to each other Owner a written document assuming
                                  its proportional obligations and
                                  agreeing to perform the provisions of this Agreement.
  15.2 Waivers . 
                                  No waiver by an Owner of its rights with respect
                                  to a default under this
                                  Agreement shall be effective unless all nondefaulting
                                  Owners waive their
                                  respective rights. Any such waiver shall not be
                                  deemed to be a waiver with
                                  respect to any subsequent default or matter. No
                                  delay short of the statutory
                                  period of limitations in asserting or imposing
                                  any right hereunder shall be
                                  deemed a waiver of such right.
  15.3 Notices .
                                   Any notice, demand, request or consent provided
                                  for in this Agreement or
                                  made in connection herewith to any Owner shall
                                  be effective if given in writing
                                  and delivered to such Owner by hand, by overnight
                                  delivery service, by
                                  first-class mail, or by facsimile (confirmed
                                  by first-class mail, but deemed given on the date
                                  of the facsimile) at
                                  the
                                  address for such Owner provided below:
  Kansas
                                    City Power & Light Company
 1201
                                    Walnut Street
 Kansas
                                    City, Missouri 64106
 Attn:
                                    General Counsel; and Vice President, Production
 Facsimile:
                                    (816) 556-2787
 
 Aquila,
                                    Inc.
 20
                                    W. 9th
                                    Street
 Kansas
                                    City, Missouri 64105
 Facsimile:
                                    (816) 467-3591
 Attn:
                                    General Counsel; and Vice President, Generation
                                    and Energy
                                    Resources
 Facsimile: (816)
                                    467-9830
   
 The
                                Empire District Electric Company
 602
                                Joplin Street
 Joplin,
                                Missouri 64801
 Attn:
                                Vice President, Energy Supply
 Facsimile:
                                (417) 625-5153
 
 Kansas
                                Electric Power Cooperative, Inc.
 600
                                SW
                                Corporate View
 Topeka,
                                Kansas 66615
 Attn:
                                General Counsel
 Facsimile:
                                (785) 271-4888
 
 Missouri
                                Joint Municipal Electric Utility Commission
 2407
                                West
                                Ash
 Columbia,
                                Missouri 65203
 Attn:
                                General Manager
 Facsimile:
                                (573) 445-0680
  Except
                                as
                                may be revised from time to time by the Owners in
                                accordance with this Section
                                15.3.
  15.4 Severability .
                                 In the event any provision hereof or the application
                                thereof to any person
                                or circumstance shall be held invalid in any final
                                arbitration award rendered in
                                accordance with Article XII or final decision by
                                a court having jurisdiction in
                                the premises, the remainder of this Agreement and
                                its application to persons or
                                circumstances other than those as to which it was
                                held invalid shall not be
                                affected thereby.
  15.5 Governing
                                Law . 
                                The validity, interpretation and performance of this
                                Agreement and each of its
                                provisions shall be governed by the laws of the State
                                of Missouri, but without
                                regard to said state’s conflict of law provisions.
  15.6 Continued
                                Effect of Other Agreements . 
                                The Iatan Unit 1 Ownership Agreement shall survive the execution
                                and
                                delivery of this Agreement and continue in full force
                                and effect without
                                modification thereof except to the extent the provisions
                                of this Agreement may
                                be in conflict or inconsistent with provisions of
                                the Iatan Unit 1
                                Ownership Agreement, in which case the provisions
                                of this Agreement shall
                                control except as specifically set forth in Section
                                2.4 of this
                                Agreement.
  15.7 Amendment
                                to the Agreement . 
                                This Agreement, including any and all provisions,
                                terms and conditions contained
                                herein, may only be amended or modified upon the
                                unanimous written approval
                                of the Owners.
  15.8 Agreement
                                Survives Departure of Owner or Owners .
                                 In the event that one or more Owners transfer, sell
                                or otherwise forfeit
                                their Ownership Share pursuant to the terms of this
                                Agreement, this Agreement
                                shall survive with respect to the remaining Owners,
                                and such remaining Owners
                                shall continue to be bound by the terms of this Agreement.
   
 15.9Conflicts
                                  between
                                  Agreements. 
                                  In the event of any conflicts among the Agreements,
                                  the terms of this Agreement
                                  shall control.
  15.10 Exhibits. 
                                  Any and all exhibits attached hereto, together
                                  with any appendices or
                                  attachments referenced therein, are incorporated
                                  herein by reference and made a
                                  part hereof.
  **ARTICLE
                                  XVI**
  **Term;
                                  Termination**
  16.1 Effective
                                  Date and Term .
  (a) Except
                                  as
                                  provided in Section 16.1(b),
                                  this Agreement shall be binding and effective as
                                  to each signatory upon
                                  execution hereof by all of the Owners and shall
                                  continue in full force and
                                  effect thereafter until terminated as provided
                                  in Sections 16.2 and
                                  16.3; provided, however, that the obligations hereunder
                                  requiring regulatory or
                                  lender approval or the release of mortgage indentures
                                  shall not become effective
                                  until such approval or release, as applicable,
                                  has been obtained.
  (b) With
                                  the
                                  exception of Articles VIII, XII and XVII and
                                  this
                                  Section 16.1(b) of
                                  this
                                  Agreement, this Agreement and the
                                  other Agreements shall
                                  not be effective as to KEPCO (and KCPL shall retain
                                  the Ownership Share
                                  otherwise attributable to KEPCO under Section 2.1, the
                                  Common Facilities Ownership Share otherwise attributable
                                  to KEPCO under Section 2.2, and
                                  the other rights and interests created by the Agreements
                                  (collectively, the
“ KEPCO
                                  Attributable Ownership Rights ”))
                                  until
                                  receipt by KEPCO of the approval of RUS to enter
                                  into the Agreements; provided,
                                  however, that KEPCO shall receive its rights under
                                  the Agreements and to the
                                  KEPCO Attributable Ownership Rights following receipt
                                  of such RUS approval only
                                  if KEPCO has continued to comply with all of the
                                  financial and other obligations
                                  required by the Agreements that would have been
                                  applicable to KEPCO had the
                                  Agreements been effective as to KEPCO from the
                                  date the Agreements are effective
                                  as to the other Owners and by complying with such
                                  financial and other
                                  obligations, KCPL and the other Owners agree, for
                                  the benefit of KEPCO, (i)
                                  prior to receipt of such RUS approval, to permit
                                  KEPCO to receive all the
                                  benefits of being an Owner, Assignee, a Unit 2 Site Lessee, a Nower
                                  Property Lessee or other appropriate party under
                                  the Agreements and (ii) upon
                                  KEPCO’s receipt of such RUS approval, to provide KEPCO
                                  with all rights of an
                                  Owner, Assignee, a Unit 2 Site Lessee, a Nower Property Lessee or other
                                  appropriate party under the Agreements and to transfer
                                  to KEPCO the KEPCO
                                  Attributable Ownership Rights subject to any necessary
                                  regulatory or lender
                                  approval and the release of any applicable mortgage
                                  indenture; and provided
                                  further, however, that if KEPCO does not receive
                                  such RUS approval within
                                  twenty-four (24) months of the execution date of
                                  this Agreement, KCPL shall
                                  reallocate such rights and the KEPCO Attributable
                                  Ownership Rights to itself and
                                  the other Owners in the manner set forth in Section 2.1(c) (except
                                  that KCPL may not exercise its right of rejection
                                  under Section
                                  2.1(c)) ,
                                  and any
                                  Owner or Owners receiving all or a portion of the
                                  KEPCO Attributable Ownership
                                  Rights shall promptly, and severally in proportion
                                  to the portion of the KEPCO
                                  Attributable Ownership Rights reallocated to such
                                  Owner, reimburse KEPCO for all
                                  payments made by KEPCO prior to such date with
                                  respect to amounts described in Section 6.4 and
                                  elsewhere in the Agreements with
                                  respect to the KEPCO Attributable Ownership Rights.
  16.2 Termination .  Except
                            as
                            provided in Section 16.3,
                            for such Affected Owner(s), this Agreement shall terminate
                            and be of no further
                            force and effect from and after the date of the earliest
                            to occur of the
                            following:
 (a) the
                            Owners shall file of record in the Office of the Recorder
                            of Deeds for Platte
                            County, Missouri (or such other office as may then serve
                            such function) a duly
                            executed agreement terminating this Agreement and discharging
                            the rights, titles
                            and interests of the Owners in and to the Iatan Unit 2 Facility from the
                            benefits and burdens of the covenants and obligations
                            herein; provided that the
                            Iatan Unit 2 Facility shall have been released from the liens of
                            all
                            encumbrances contemplated by Section 10.2 and
                            such releases shall have been duly filed of record prior
                            to recording of such
                            termination agreement; or
  (b) an
                            Owner
                            shall acquire by transfer hereunder or by operation of
                            law all Ownership Shares
                            and, as a result of the merger of such undivided percentage
                            interests therein,
                            become the sole beneficial Owner of all rights, titles
                            and interests in the
                            Iatan Unit 2 Facility; or
  (c) there
                            has
                            been an abandonment of the use of the Iatan Unit 2 Facility for the
                            generation of electricity as evidenced by an Affidavit
                            of Abandonment duly
                            executed by the Owners, filed of record as provided in
                            clause (a) above, and
                            thereafter published in a newspaper of general circulation
                            in Platte County,
                            Missouri, with written notice thereof delivered to the
                            other Owners within ten
                            (10) days after the recording of such Affidavit, unless
                            another Owner of any
                            portion thereof denies such abandonment by an Affidavit
                            of Non-abandonment
                            similarly filed of record within sixty (60) days after
                            publication of such
                            Affidavit of Abandonment. Abandonment of the use of the
                            Iatan Unit 2 Facility
                            for the generation, transmission or distribution of electricity
                            shall not be
                            complete and deemed to occur until such time as all reclamation,
                            remediation or
                            disposition of Unit 2 and the improvements, including
                            Common Facilities
                            Upgrades, serving Unit 2 shall have been completed in the reasonable
                            discretion of the Operator under Section 16.3 of this
                            Agreement.
  16.3 Disposition
                            Upon Abandonment . 
                            In the event this Agreement is terminated by Affidavit
                            of Abandonment as
                            provided in Section 16.2(c),
                            the Operator shall have the right to dispose of all the
                            facilities and property
                            then included in the Iatan Unit 2 Facility (provided such facilities and
                            property to be disposed of are not then subject to the
                            lien of any encumbrance,
                            or such disposition is otherwise made in accordance with
                            the terms of any
                            related security agreement, contemplated in Section 10.2),
                            shall dispose thereof in a reasonable manner and shall
                            distribute the net
                            proceeds or apportion the costs thereof to the Owners,
                            or to lienholders for the
                            account of the Owners, in proportion to their respective
                            Ownership Shares;
                            provided, however, that if any determinable portion of
                            such proceeds is received
                            from facilities or property the cost of which was borne
                            by the Owners
                            disproportionately to their Ownership Shares, the distribution
                            of such proceeds
                            shall be adjusted accordingly; and provided, further,
                            that termination of this
                            Agreement shall not (i) discharge any Owner of any obligation
                            it then owes to
                            any other Owner as a result of any transaction occurring
                            prior to such
                            termination; or (ii) terminate the obligations of any
                            Owner to pay or be
                            responsible for its allocable share of any disposition,
                            remediation or
                            reclamation of the Unit 2 Site, the Common Facilities, or any portion of
                            the Iatan Station Site on which improvements which served
                            Unit 2 were
                            constructed it being the agreement of the parties that
                            as part of the
                            disposition of all of the personal property and real
                            property then included in
                            or serving the Iatan Unit 2 Facility, each Owner shall bear its
                            proportional cost of demolition or
   
 removal
                              of such improvements and any environmental site restoration
                              or remediation in
                              connection with closure or abandonment.
  **ARTICLE
                              XVII**
  **Confidentiality**
  17.1 Confidential
                              Information .
                               Each party hereto agrees that it will keep in strict
                              confidence, and will
                              instruct, and use its reasonable best efforts to cause,
                              its advisors and
                              representatives to keep in strict confidence, all nonpublic
                              information obtained
                              from any other party hereto, including all documentation
                              and cost studies,
                              unless such information is disclosed with the prior
                              written consent of the party
                              to which it relates; provided, however, that this restriction
                              shall not apply to
                              information which (a) has at the time in question entered
                              the public domain
                              other than by reason of breach of this provision by
                              a party hereto; (b) is
                              required to be disclosed by law or by any order, rule,
                              or regulation (whether
                              valid or invalid) of any court, or governmental agency,
                              or authority, but only
                              to the extent such disclosure is so required; provided
                              that the party disclosing
                              the nonpublic information shall promptly give notice
                              of such disclosure to the
                              party from which the information was obtained and shall
                              cooperate with the party
                              from which the information was obtained in an effort
                              to ensure that confidential
                              treatment will be accorded such nonpublic information
                              to the extent feasible;
                              (c) is reasonably required or requested by any utility
                              regulatory agency
                              having relevant jurisdiction over the party so required or requested
                              to furnish the nonpublic
                              information; provided, that the party disclosing the
                              nonpublic information shall
                              promptly give notice of such disclosure to the party
                              from which the information
                              was obtained and shall cooperate with the party from
                              which the information was
                              obtained in an effort to ensure that confidential treatment
                              will be accorded
                              such nonpublic information to the extent feasible;
                              or (d) is reasonably required
                              to be provided to any party’s accountants, attorneys, mortgagees, lenders,
                              rating agencies or financial advisors in connection
                              with this Agreement or the
                              transactions contemplated hereby; provided that the
                              party disclosing the
                              nonpublic information uses its reasonable best efforts
                              to cause such
                              accountants, attorneys, mortgagees or other financial
                              advisors, or rating
                              agencies, to keep such nonpublic information in strict
                              confidence. Upon
                              termination of this Agreement, each party shall continue
                              to maintain the
                              confidentiality of all
                              nonpublic information obtained from any other party
                              or any of its affiliates,
                              advisors, representatives and any copies made of such
                              information, with the same
                              standard of care used in the protection of its own
                              confidential information.
                              Nothing in this Article XVII shall prevent the recording
                              of this Agreement to
                              the
                              extent the Management Committee does not determine
                              as provided in Section 20.1
                              that a memorandum
                              of this Agreement should be recorded in lieu of the
                              full Iatan Unit 2 and Common
                              Facilities Ownership Agreement.
  17.2 Limitation
                              on Disclosure of Documents . Notwithstanding
                              any provision within this Agreement to the contrary,
                              the Operator and/or any
                              other Owner with responsibility for constructing and/or
                              operating Unit 2 or
                              any related interconnection or transmission facilities,
                              when providing documents
                              to any Owner that qualifies as a public governmental
                              body (“Covered Owner”), as
                              defined in Section 610.010(4) of the Missouri Revised
                              Statutes, shall, in their
                              reasonable and sole discretion, have the right to provide
                              such Covered Owner
                              with redactions, summaries and/or abridgements of such
                              documents, as necessary
                              to protect confidential, proprietary or trade secret
                              information of the other
                              Owners. The
                              purpose of this provision is to ensure confidential
                              and/or proprietary information relating to Unit 1 and/or Unit 2 is
                              not
  
 disclosed
                          to the public. Nothing herein shall be interpreted to prevent
                          the Covered Owner
                          or its representatives from viewing any and all documents
                          available to Owners
                          that do not qualify as a public governmental body.
  If
                          any
                          Covered Owner proposes to issue debt securities in connection
                          with Unit 2
                          (“Unit 2 Debt Securities”), it will not include any confidential or
                          proprietary information related to Unit 1 or Unit 2 in
                          any offering memorandum
                          or official statement with respect to Unit 2 Debt Securities.
                          KCPL will enter
                          into an agreement or agreements with such Covered Owner
                          or its r ating
                          agencies, bond counsel, bond insurers or
                          underwriters of such Unit 2 Debt Securities in a form satisfactory
                          to KCPL
                          pursuant to which KCPL will release to such Covered Owner
                          or its r ating
                          agencies, bond counsel, bond insurers or
                          underwriters updated information from time to time as specified
                          in such
                          agreement in order to permit such Covered Owner to comply
                          with Rule 15c2-12
                          adopted by the Securities and Exchange Commission under
                          the Securities Exchange
                          Act of 1934.
  In
                          the
                          event a Covered Owner needs unredacted documents to prosecute
                          or defend against
                          a claim in a pending legal proceeding, any Covered Owner
                          agrees that 1) a
                          Covered Owner will notify KCPL of the documents it needs
                          for arbitration or
                          litigation, 2) KCPL will permit a Covered Owner to use
                          the requested documents
                          solely for the purpose of resolving a pending legal dispute
                          subject to the
                          agreement by KCPL and a Covered Owner that all such documents
                          produced in
                          connection with the disposition of specified claims in
                          the legal proceeding and
                          are being produced subject to obtaining a protective order
                          confidentiality from
                          disclosure to any person, firm or entity other than is
                          in support of or to
                          refute a claim in the legal proceeding, and 3) the unredacted
                          documents will at
                          all times remain KCPL documents, and (4) a Covered Owner
                          on behalf of itself and
                          its attorneys agree they shall return all copies of the
                          unredacted documents to
                          KCPL at the conclusion of the proceeding for destruction
                          or other disposition by
                          KCPL.
  **ARTICLE
                          XVIII**
  **Private
                          Use Covenant**
  18.1 Private
                          Use Covenant . 
                          If MJMEUC provides written notice to the Management Committee,
                          the Operator and
                          other Owners that any action or inaction under this Agreement
                          results in a
                          Adverse Action with respect to any MJMEUC tax-exempt debt
                          used to finance
                          MJMEUC’s Ownership Share, the Management Committee, the Operator
                          and the other
                          Owners covenant that each shall use its Commercially Reasonable
                          Efforts to avoid
                          such Adverse Action; provided, however, that the Management
                          Committee, the
                          Operator and the other Owners shall not be obligated to
                          avoid such action if to
                          do so would (i) materially impair the generation output
                          of or materially
                          increase the costs of owning and/or operating Unit 2 and/or the Common
                          Facilities, (ii) cause the Management Committee or any
                          of the other Owners to
                          breach or otherwise violate any undertaking, representation,
                          warranty or
                          covenant set forth in this Agreement or (iii) prevent any
                          of the other Owners or
                          Operator from exercising any right provided by this Agreement
                          or the Iatan
                          Unit 1 Ownership Agreement. Contexts in which an Adverse Action
                          may arise
                          include, without limitation, a) sale of MJMEUC’s Ownership Share other than
                          during a default by MJMEUC, and b) the payment of a management
                          fee to the
                          Operator. If MJMEUC obtains an opinion from counsel as
                          to the effect of the
                          Adverse Action,
   
 MJMEUC
                            agrees to provide it, at its sole expense, to the other
                            Owners. Further, this
                            Article XVIII does not apply to any actions taken or
                            to be taken with respect to
                            matters involving Unit 1 or the Additional Units.
  **ARTICLE
                            XIX**
  **Representations
                            and Warranties**
  19.1 KCPL’s
                            Representations and Warranties .
                             KCPL hereby represents and warrants to the other Owners
                            as
                            follows:
  (a) KCPL
                            is a
                            corporation duly organized, validly existing and in good
                            standing under the laws
                            of the State of Missouri, and has power and authority
                            to own the undivided
                            ownership interests in the Iatan Unit 2 Facility and Common Facilities to
                            be owned by it hereunder, to execute and deliver this
                            Agreement and to perform
                            its obligations hereunder and to carry on its business
                            as it is now being
                            conducted and as it is contemplated to be conducted pursuant
                            to this
                            Agreement.
  (b) Subject
                            to certain regulatory and lender approvals and indenture
                            releases, the
                            execution, delivery and performance by KCPL of this Agreement
                            have been duly
                            authorized by all necessary corporate action on the part
                            of KCPL, do not
                            contravene the Articles of Incorporation or By-Laws of
                            KCPL, and do not and will
                            not contravene the provisions of, or constitute a material
                            default under, any
                            indenture, mortgage, security agreement, contract or
                            other instrument to which
                            KCPL is a party or by which KCPL is bound. Upon execution
                            of this Agreement,
                            KCPL shall deliver to the other Owners certified copies
                            of the resolutions
                            adopted by KCPL’s board of directors authorizing the execution, delivery
                            and
                            performance of this Agreement.
  (c) KCPL
                            represents and warrants that to the best of its actual
                            knowledge and as of the
                            date of this Agreement, there are no adverse environmental
                            conditions existing
                            on the Iatan Station Site that would materially and adversely
                            affect the
                            operation of Unit 1, or the
                            construction of Unit 2, or the Common Facilities.
  (d) KCPL
                            represents and warrants that to the best of its actual
                            knowledge and as of the
                            date of this Agreement there are no defects in Unit 1 or conditions on the
                            Iatan Station Site that could reasonably be expected
                            to materially delay or
                            adversely affect the construction and operation of Unit 2.
  (e) KCPL
                            represents and warrants that as of the date of this Agreement,
                            except as
                            disclosed in writing to the other Owners, there is no
                            action, suit or proceeding
                            at law or in equity or by or before any Governmental
                            Authority now pending
                            against or affecting it or any of its properties, rights
                            or assets, which could
                            reasonably be expected to have a material adverse effect
                            on its ability to
                            perform its obligations under this Agreement or any Ancillary
                            Agreement. KCPL
                            will give prompt notice to each Owner of all material
                            claims instituted against
                            it or, if KCPL has actual notice thereof, against any
                            other Owner relating to
                            the construction, ownership or operation of the Iatan
                            Unit 2
                            Facility.
   
 (f) KCPL
                            represents and warrants that to the best of its actual
                            knowledge and as of the
                            date of this Agreement, the Unit 2 Facility design specifications,
                            construction time tables and budgets have been prepared
                            in good faith,
                            consistent with Good Utility Practice on the basis of assumptions believed to be
                            reasonable and that it will use Commercially Reasonable
                            Efforts to maintain true
                            and accurate design specifications, construction time
                            tables, and budgets
                            prepared by qualified experts (which may include employees
                            of KCPL having the
                            relevant expertise).
 (g) KCPL
                              represents and warrants that to the best of its actual
                              knowledge it has executed
                              or will execute and file, with all regulatory agencies
                              having jurisdiction, such
                              applications, amendments, reports and other documents
                              and filings as shall be
                              required in or in connection with the licensing and
                              other regulatory matters
                              with respect to the Iatan Unit 2 Facility and Common Facilities; provided,
                              however, that each Owner shall be responsible for obtaining
                              all required
                              approvals and authorizations relating to its participation
                              in the Iatan
                              Unit 2 Facility and to its performance of this Agreement.
  19.2 Aquila’s
                              Representations and Warranties . 
                              Aquila hereby represents and warrants to the other
                              Owners as
                              follows:
  (a) Aquila
                              is
                              a corporation duly organized, validly existing and
                              in good standing under the
                              laws of the State of Delaware and has power and authority
                              to own the undivided
                              ownership interests in the Iatan Unit 2 Facility and Common Facilities to
                              be owned by it hereunder, to execute and deliver this
                              Agreement and to perform
                              its obligations hereunder and to carry on its business
                              as it is now being
                              conducted and as it is contemplated to be conducted
                              pursuant to this
                              Agreement.
  (b) Subject
                              to certain regulatory and lender approvals and indenture
                              releases, the
                              execution, delivery and performance by Aquila of this
                              Agreement have been duly
                              authorized by all necessary corporate action on the
                              part of Aquila, do not
                              contravene the Articles of Incorporation or By-Laws
                              of Aquila, and do not and
                              will not contravene the provisions of, or constitute
                              a material default under
                              any indenture, mortgage, security agreement, contract
                              or other instrument to
                              which Aquila is a party or by which Aquila is bound.
                              Upon execution of this
                              Agreement, Aquila shall deliver to the other Owners
                              certified copies of the
                              resolutions adopted by Aquila’s board of directors authorizing the execution,
                              delivery and performance of this Agreement.
  (c) Aquila
                              represents and warrants that to the best of its actual
                              knowledge and as of the
                              date of this Agreement, there are no adverse environmental
                              conditions existing
                              on the Iatan Station Site that would materially and
                              adversely affect the
                              continued operation of Unit 1, Unit 2, or the Common
                              Facilities.
  (d) Aquila
                              represents and warrants to the best of its actual knowledge
                              and that as of the
                              date of this Agreement there are no defects in Unit 1 or conditions on the
                              Iatan Station Site that could reasonably be expected
                              to materially delay or
                              adversely affect the construction and operation of
                              the Iatan Unit 2
                              Facility and Common Facilities.
   
  19.3 Empire’s
                              Representations and Warranties . 
                              Empire hereby represents and warrants to the other
                              Owners as
                              follows:
 (a) Empire
                                is
                                a corporation duly organized, validly existing and
                                in good standing under the
                                laws of the State of Kansas and has power and authority
                                to own the undivided
                                ownership interests in the Iatan Unit 2 Facility and Common Facilities to
                                be owned by it hereunder, to execute and deliver
                                this Agreement and to perform
                                its obligations hereunder and to carry on its business
                                as it is now being
                                conducted and as it is contemplated to be conducted
                                pursuant to this
                                Agreement.
  (b) Subject
                                to certain regulatory and lender approvals and indenture
                                releases, the
                                execution, delivery and performance by Empire of
                                this Agreement have been duly
                                authorized by all necessary corporate action on the
                                part of Empire, do not
                                contravene the Articles of Incorporation or By-Laws
                                of Empire, and do not and
                                will not contravene the provisions of, or constitute
                                a material default under
                                any indenture, mortgage, security agreement, contract
                                or other instrument to
                                which Empire is a party or by which Empire is bound.
                                Upon execution of this
                                Agreement, Empire shall deliver to the other Owners
                                certified copies of the
                                resolutions adopted by Empire’s board of directors authorizing the execution,
                                delivery and performance of this Agreement.
  (c) Empire
                                represents and warrants that to the best of its actual
                                knowledge and as of the
                                date of this Agreement, there are no adverse environmental
                                conditions existing
                                on the Iatan Station Site that would materially and
                                adversely affect the
                                continued operation of Unit 1, Unit 2, or the Common
                                Facilities.
  (d) Empire
                                represents and warrants that to the best of its knowledge
                                and as of the date of
                                this Agreement there are no defects in Unit 1 or conditions on the Iatan
                                Station Site that could reasonably be expected to
                                materially delay or adversely
                                affect the construction and operation of the Iatan
                                Unit 2 Facility and
                                Common Facilities.
  19.4 KEPCO’s
                                Representations and Warranties . 
                                KEPCO hereby represents and warrants to the other
                                Owners as
                                follows:
  (a) KEPCO
                                is
                                a cooperative corporation duly organized, validly
                                existing and in good standing
                                under the laws of the State of Kansas and has power
                                and authority to own the
                                undivided ownership interests in the Unit 2 Facility and Common Facilities
                                to be owned by it hereunder, to execute and deliver
                                this Agreement and to
                                perform its obligations hereunder and to carry on
                                its business as it is now
                                being conducted and as it is contemplated to be conducted
                                pursuant to this
                                Agreement.
  (b) Subject
                                to certain regulatory approvals and indenture releases
                                expected to be obtained
                                in due course, the execution, delivery and performance
                                by KEPCO of this
                                Agreement have been duly authorized by all necessary
                                corporate action on the
                                part of KEPCO, do not contravene the Articles of
                                Incorporation or By-Laws of
                                KEPCO, and do not and will not contravene the provisions
                                of, or constitute a
                                material default under any indenture, mortgage, security
                                agreement, contract or
                                other instrument to which KEPCO is a party or by
                                which KEPCO is bound. Upon
                                execution of this Agreement, KEPCO shall deliver
                                to the other Owners
                                certified
   
 copies
                                  of
                                  the resolutions adopted by KEPCO’s board of directors authorizing the execution,
                                  delivery and performance of this Agreement.
  19.5 MJMEUC’s
                                  Representations and Warranties . 
                                  MJMEUC hereby represents, warrants and covenants
                                  to the other Owners as
                                  follows:
  (a) MJMEUC
                                  is
                                  a body public and corporate of the State of Missouri
                                  duly organized, validly
                                  existing and in good standing under the laws of
                                  the State of Missouri and has
                                  power and authority to own the undivided ownership
                                  interests in the Iatan
                                  Unit 2 Facility and Common Facilities to be owned by
                                  it hereunder, to
                                  execute and deliver this Agreement and to perform
                                  its obligations hereunder and
                                  to carry on its business as it is now being conducted
                                  and as it is contemplated
                                  to be conducted pursuant to this Agreement.
  (b) The
                                  execution, delivery and performance by MJMEUC of
                                  this Agreement have been duly
                                  authorized by all necessary action on the part
                                  of MJMEUC, do not contravene the
                                  Joint Contract ,
                                  entered
                                  into as of May 1, 1979 and amended as of February
                                  1, 1980 and June 4, 1984,
                                  between the Contracting Municipalities, or
                                  By-Laws of MJMEUC, and do not and will not contravene
                                  the provisions of, or
                                  constitute a material default under any indenture,
                                  mortgage, security agreement,
                                  contract or other instrument to which MJMEUC is
                                  a party or by which MJMEUC is
                                  bound. Upon execution of this Agreement, MJMEUC
                                  shall deliver to the other
                                  Owners certified copies of the resolutions adopted
                                  by MJMEUC’s board of
                                  directors authorizing the execution, delivery and
                                  performance of this
                                  Agreement.
  **ARTICLE
                                  XX**
  **Memorandum
                                  of Agreement**
  20.1 Memorandum
                                  of Agreement . 
                                  To the extent permitted by applicable law, the
                                  Management Committee may
                                  determine to file a memorandum of this Agreement
                                  rather than filing the entire
                                  Agreement in the relevant real estate records.
                                  The Owners will promptly execute
                                  and deliver such a memorandum upon request of the
                                  Operator.
  **ARTICLE
                                  XXI**
  **Cooperation**
  21.1 Cooperation . 
                                  Subject to the limitations contained in Section
                                  17.2 of this Agreement, each of
                                  the Owners shall use Commercially Reasonable Efforts
                                  to cooperate with each
                                  other Owner in order to assist the other Owner
                                  in the performance of its duties,
                                  responsibilities and obligations under this Agreement.
                                  This duty to cooperate
                                  shall include providing information, and executing
                                  and delivering customary
                                  documents, certificates, opinions and instruments
                                  necessary for the other Owner
                                  to perform its duties, responsibilities and obligations
                                  under this Agreement
                                  including obtaining financing for its share of
                                  the Cost of
                                  Construction.
   
 **THIS
                                    AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
                                    THAT MAY BE ENFORCED BY THE
                                    PARTIES.**
  IN
                                    WITNESS WHEREOF, the parties hereto have caused
                                    this Agreement to be executed by
                                    their duly authorized officers the day and year
                                    first above
                                    written.
 KANSAS
                                                CITY POWER AND LIGHTATTEST:/s/
                                                Mark G. English
                                              Asst.
                                                Corporate Secretary
                                            By/s/
                                                William H. Downey
                                              Chief
                                                Executive Officer
                                              Date:6/12/06AQUILA,
                                                INC.ATTEST:/s/
                                                Christopher M. Reitz
                                              Corporate
                                                Secretary
                                            By/s/
                                                Keith Stamm
                                              Chief
                                                Operating Officer
                                              Date:5/19/2006THE
                                                EMPIRE DISTRICT ELECTRIC COMPANYATTEST:/s/
                                                Janet S. Watson
                                              Corporate
                                                Secretary
                                            By/s/
                                                William L Gipson
                                              Chief
                                                Executive Officer
                                              Date:5/19/2006KANSAS
                                                ELECTRIC POWER COOPERATIVE, INC.ATTEST:/s/
                                                J. Michael Peters
                                              Asst.
                                                Corporate Secretary
                                            By/s/
                                                Stephen E. Parr
                                              Executive
                                                Vice President and
                                              Chief
                                                Executive Officer
                                              Date:5/24/2006
  
 MISSOURI
                                              JOINT MUNICIPAL ELECTRIC UTILITY COMMISSIONATTEST:/s/
                                              Robert E. Williams
                                            Corporate
                                              Secretary
                                          By/s/
                                              Duncan Kincheloe
                                            General
                                              Manager and
                                            Chief
                                              Executive Officer
                                            Date:6/8/2006