**AMENDMENT
      NO. 1**




AMENDMENT
      NO. 1 dated as of April 2, 2007 (the "Amendment") among
      KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY (the "Seller"), KANSAS
      CITY POWER & LIGHT COMPANY (the initial collection agent, "collection
      Agent") and THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (17k/a The Bank of
      Tokyo-Mitsubishi, Ltd., New York Branch, the "Agent") and
      VICTORY RECEIVABLES CORPORATION (the "Purchaser") to the
      RECEIVABLES SALE AGREEMENT, dated as of July 1, 2005, among the parties
      hereto.




WITNESSETH:




**WHEREAS,** the
      Seller, the Collection Agent, the Purchaser and the Agent have heretofore
      entered into a Receivables Sale Agreement dated as of July 1, 2005 (as amended
      from time to
      time, the "Agreement"); and




**WHEREAS,** the
      Seller, the Collection Agent, the Purchaser and the Agent seek to modify
      the Agreement upon the terms hereof.




**NOW,
      THEREFORE,** in
      exchange for good and valuable consideration (the receipt and  sufficiency
      of which are hereby acknowledged and confirmed), the Seller, the Collection
      Agent, the
      Purchaser and the Agent hereto agree as follows:




AGREEMENT:




1.   Definitions. Unless
      otherwise defined or provided herein, capitalized terms used herein
      have the meanings attributed thereto in the Agreement.




2.   Amendments. The
      Agreement is hereby amended as follows:




A.
      The
      definition of "Monthly Report Date" in Schedule I  *of* the
      Agreement is hereby
      amended and restated in its entirety as follows:




*"Monthly
      Report Date"* means
      with respect to each calendar month, the  fifteenth
      (15) day of the immediately succeeding calendar month (or if  such
      day
      is not a Business Day, the immediately succeeding Business Day).


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B.  The
      beginning of Section 5.1(a)(vi) of the Agreement is hereby amended and restated
      in its entirety to read as follows:




"(vi) *Receivables
      Agreed Upon Procedures Report.* As soon
      as
      available and in any event by October 31" of each year,"




C.  The
      beginning of Schedule 5. l (a)(vi) of the Agreement is hereby amended and
      restated in its entirety to read as follows:




As
      soon
      as available and in any event by October 31" of each year"




3.  Conditions
      to Effectiveness. This
      Amendment shall be effective as of the date first above written upon
      satisfaction of the following conditions precedent:




(a)  Execution
      of Amendment. The
      Agent shall have received a counterpart of this Amendment duly executed by
      the
      Seller, the Collection Agent and the Purchaser.




(b)  No
      Defaults. No
      Termination Event shall have occurred and be continuing either before or
      immediately after giving effect to this Amendment.




(c)  Representations
      and Warranties True. The
      representations and warranties of the Seller contained in the Agreement shall
      be
      true and correct both as of the date hereof and immediately after giving effect
      to this Amendment.




4.  Reference
      to and Effect on the Agreement and the Transaction Documents.




(a)  The
      Agreement (except. as specifically amended herein) shall remain in full
      force and effect and said Agreement is hereby ratified and confirmed in
      all respects
      by each of the parties hereto.




(b)  The
      execution, delivery and effectiveness of this Amendment shall not, except as
      expressly provided herein, operate as a waiver of or amendment to any right,
      power or remedy of the Agent or the Purchaser under, nor constitute a waiver
      of
      or amendment to, any other provision or condition under any Transaction
      Document other than as specifically contemplated by the Agreement.




5.  Successors
      and Assigns.  This
      Amendment shall be binding upon and inure to the
      benefit of the Seller, the Collection Agent, the Purchaser and the Agent, and
      their respective successors and assigns.


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6.   Execution
      in Counterparts. This
      Amendment may be executed in any number of counterparts and by each party hereto
      in separate counterparts, each of which when so executed and
      delivered shall be deemed to be an original and both of which taken together
      shall constitute one and
      the same instrument. Delivery of an executed counterpart hereof by telecopy
      or
      other electronic means shall be deemed to be an original.




7.   Governing
      Law. This
      Amendment shall be governed by, and shall be construed in accordance with,
      the
      internal laws of the State of New York (including Section 5-1401-1 of the
      General Obligations Law), but without regard to any other conflicts of law
      provisions thereof.




8.   Headings. Section
      headings in this Amendment are included herein for convenience
      of reference only and shall not constitute a part of this Amendment or are
      given
      any substantive effect.




[THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this Amendment to be executed
      by their respective officers thereunto duly authorized, as of the date first
      above written.




SELLER:      KANSAS
        CITY POWER & LIGHT RECEIVABLES
 COMPANY
 
 
 By: 
        /s/ James P. Gilligan
 Name:  
        James P. Gilligan
 Title:   
        President
 
 
 COLLECTION
        AGENT:   KANSAS
        CITY POWER & LIGHT COMPANY
   By:  
        /s/ Michael W. Cline
 Name: 
        Michael W. Cline
 Title:   
        Treasurer
 
 
 PURCHASER:   VICTORY
        RECEIVABLES CORPORATION
 
 
 By: 
        /s/ Franklin Collazo
 Name: 
        Franklin P. Collazo
 Title:   
        Secretary
 
 Agreed
        and accepted to by:
 
 AGENT:      THE
        BANK
        OF TOKYO-MITSUBISHI UFJ, LTD.,
 NEW
        YORK
        BRANCH
 
 
 By: 
        /s/ Aditya K. Reddy
 Name: 
        Aditya K. Reddy
 Title:   
        Vice President and Manager
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