Exhibit
      10.1.b




[Published
      CUSIP Number: ____]














CREDIT
      AGREEMENT





Dated
      as
      of May 11, 2006




among





GREAT
      PLAINS ENERGY INCORPORATED,





CERTAIN
      LENDERS,








BANK
      OF
      AMERICA, N.A.,





as
      Administrative Agent,








JPMORGAN
      CHASE BANK, N.A.,





as
      Syndication Agent,





and





BNP
      PARIBAS, THE
      BANK
      OF TOKYO-MITSUBISHI UFJ,


LIMITED,
      CHICAGO BRANCH and
      WACHOVIA BANK N.A.,





as
      Co-Documentation Agents











BANC
      OF
      AMERICA SECURITIES LLC





and





J.P.
      MORGAN SECURITIES INC.





Joint
      Lead Arrangers and Joint Book Runners










**TABLE
      OF CONTENTS**




**Page**ARTICLE
                  I  DEFINITIONS
              11.1
              Definitions.
              11.2
              Accounting
                  Principles.
              141.3
              Letter
                  of Credit Amounts.
              15ARTICLE
                  II  THE CREDITS
              152.1
              Commitment
              152.2
              Required
                  Payments; Termination.
              152.3
              Ratable
                  Loans.
              152.4
              Types
                  of Advances; Minimum Amount.
              162.5
              Facility
                  Fee; Utilization Fee.
              162.6
              Changes
                  in Aggregate Commitment.
              162.7
              Optional
                  Prepayments.
              172.8
              Method
                  of Selecting Types and Interest Periods for New Advances.
              172.9
              Conversion
                  and Continuation of Outstanding Advances.
              182.10
              Changes
                  in Interest Rate, etc.
              182.11
              Rates
                  Applicable After Default.
              192.12
              Method
                  of Payment.
              192.13
              Noteless
                  Agreement; Evidence of Indebtedness.
              202.14
              Telephonic
                  Notices.
              202.15
              Interest
                  Payment Dates; Interest and Fee Basis.
              202.16
              Notification
                  of Advances, Interest Rates, Prepayments and Commitment
                  Reductions.
              212.17
              Lending
                  Installations.
              212.18
              Non-Receipt
                  of Funds by the Administrative Agent.
              212.19
              Letters
                  of Credit.
              22ARTICLE
                  III  YIELD PROTECTION; TAXES
              283.1
              Yield
                  Protection.
              283.2
              Changes
                  in Capital Adequacy Regulations.
              293.3
              Availability
                  of Types of Advances.
              293.4
              Funding
                  Indemnification.
              303.5
              Taxes.
              303.6
              Lender
                  Statements; Survival of Indemnity.
              31ARTICLE
                  IV  CONDITIONS PRECEDENT
              324.1
              Initial
                  Credit Extension.
              324.2
              Each
                  Credit Extension.
              33ARTICLE
                  V  REPRESENTATIONS AND WARRANTIES
              345.1
              Existence
                  and Standing.
              345.2
              Authorization
                  and Validity
              345.3
              No
                  Conflict; Government Consent
              345.4
              Financial
                  Statements
              355.5
              Material
                  Adverse Change
              355.6
              Taxes
              355.7
              Litigation;
                  etc.
              355.8
              ERISA.
              36









5.9
            Accuracy
                of Information.
            365.10
            Regulation
                U.
            365.11
            Material
                Agreements.
            365.12
            Compliance
                With Laws.
            365.13
            Ownership
                of Properties.
            375.14
            Plan
                Assets; Prohibited Transactions.
            375.15
            Environmental
                Matters.
            375.16
            Investment
                Company Act.
            375.17
            Pari
                Passu Indebtedness.
            375.18
            Solvency.
            37ARTICLE
                VI  COVENANTS
            386.1
            Financial
                Reporting.
            386.2
            Permits,
                Etc.
            406.3
            Use
                of Proceeds.
            406.4
            Notice
                of Default.
            406.5
            Conduct
                of Business.
            406.6
            Taxes.
            406.7
            Insurance.
            416.8
            Compliance
                with Laws.
            416.9
            Maintenance
                of Properties; Books of Record.
            416.10
            Inspection.
            416.11
            Consolidations,
                Mergers and Sale of Assets.
            426.12
            Liens.
            436.13
            Affiliates.
            466.14
            ERISA.
            466.15
            Total
                Indebtedness to Total Capitalization
            476.16
            Restriction
                on Subsidiary Dividends.
            47ARTICLE
                VII  DEFAULTS
            47ARTICLES
                VIII  ACCELERATION, WAIVERS, AMENDMENTS AND
                REMEDIES
            498.1
            Acceleration,
                Letter of Credit Account.
            498.2
            Amendments.
            508.3
            Preservation
                of Rights.
            51ARTICLE
                IX  GENERAL PROVISIONS
            519.1
            Survival
                of Representations.
            519.2
            Governmental
                Regulation.
            519.3
            Headings.
            519.4
            Entire
                Agreement.
            519.5
            Several
                Obligations; Benefits of this Agreement.
            529.6
            Expenses;
                Indemnification.
            529.7
            Numbers
                of Documents.
            539.8
            Accounting.
            539.9
            Severability
                of Provisions.
            539.10
            Nonliability
                of Lenders.
            539.11
            Limited
                Disclosure.
            549.12
            USA
                PATRIOT ACT NOTIFICATION.
            549.13
            Nonreliance.
            55









9.14
              No
                  Advisory or Fiduciary Responsibility.
              55ARTICLE
                  X THE ADMINISTRATIVE AGENT
              5610.1
              Appointment
                  and Authority.
              5610.2
              Rights
                  as a Lender.
              5610.3
              Exculpatory
                  Provisions.
              5610.4
              Reliance
                  by Administrative Agent.
              5710.5
              Delegation
                  of Duties.
              5710.6
              Resignation
                  of Administrative Agent.
              5810.7
              Non-Reliance
                  on Administrative Agent and Other Lenders.
              5910.8
              No
                  Other Duties, Etc.
              5910.9
              Administrative
                  Agent May File Proofs of Claim
              59ARTICLE
                  XI  SETOFF; RATABLE PAYMENTS
              6011.1
              Setoff.
              6011.2
              Ratable
                  Payments.
              60ARTICLE
                  XII  BENEFIT OF AGREEMENT; ASSIGNMENTS;
                  PARTICIPATIONS
              6112.1
              Successors
                  and Assigns.
              6112.2
              Replacement
                  of Lenders.
              64ARTICLE
                  XIII  NOTICES
              6513.1
              Notices.
              6513.2
              Change
                  of Address.
              65ARTICLE
                  XIV  COUNTERPARTS
              65ARTICLES XV  OTHER
                  AGENTS
              65ARTICLE
                  XVI  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
                  TRIAL
              6616.1
              CHOICE
                  OF LAW.
              6616.2
              CONSENT
                  TO JURISDICTION.
              6616.3
              WAIVER
                  OF JURY TRIAL.
              66ARTICLE
                  XVII  TERMINATION OF EXISTING CREDIT FACILITY
              67









SCHEDULESI
              II
              III
              IV
              V
            Commitments
              Existing
                Letters of Credit
              Pricing
                Schedule
              Processing
                & Recordation Fees
              Certain
                Addresses for NoticesEXHIBITSA
              B
              C
              D
            Form
                of Compliance Certificate
              Form
                of Assignment and Assumption
              Form
                of Wire Transfer Instructions
              Form
                of Note









**CREDIT
      AGREEMENT**





This
      Credit Agreement dated as of May 11, 2006 is among Great Plains Energy
      Incorporated, a Missouri corporation, the Lenders, JPMorgan Chase Bank, N.A.,
      as
      Syndication Agent and Bank of America, N.A., as Administrative Agent. The
      parties hereto agree as follows:





**ARTICLE** **I**





**DEFINITIONS**





**1.** **1**  **Definitions** **.**





As
      used
      in this Agreement, the following terms have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      such
      terms):





“Additional
      Commitment Lender” is defined in Section
      2.20(d) .





“Administrative
      Agent” means Bank of America in its capacity as administrative agent under any
      of the Loan Documents, or any successor administrative agent.





“Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied by the
      Administrative Agent.





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





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





“Agents”
      means, collectively, the Administrative Agent and the Syndication Agent, and
      “Agent” means either of them.





“Aggregate
      Commitment” means the aggregate of the Commitments of all Lenders, as changed
      from time to time pursuant to the terms hereof. The amount of the Aggregate
      Commitment in effect as of the Closing Date is SIX HUNDRED MILLION DOLLARS
      ($600,000,000).





“Aggregate
      Outstanding Credit Exposure” means, at any time, the aggregate of the
      Outstanding Credit Exposure of all Lenders.





“Agreement”
        means this credit agreement, as it may be amended or modified and in effect
        from
        time to time.
 
 “Alternate
        Base Rate” means for any day a fluctuating rate per annum equal to the higher of
        (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate
        of interest in effect for such day as publicly announced from time to time
        by
        Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of
        America based upon various factors including Bank of America’s costs and desired
        return, general economic conditions and other factors, and is used as a
        reference point for pricing some loans, which may be priced at, above, or
        below
        such announced rate. Any change in such rate announced by Bank of America
        shall
        take effect at the opening of business on the day specified in the public
        announcement of such change.
 
 “Applicable
        Margin” means, with respect to Advances of any Type at any time, the percentage
        rate per annum which is applicable at such time with respect to Advances
        of such
        Type as set forth in the Pricing Schedule.
 
 “Approved
        Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
        Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
        administers or manages a Lender.
 
 “Approving
        Lenders” is defined in Section
        2.20(e) .
 
 “Arrangers”
        means Banc of America Securities LLC and J.P. Morgan Securities, Inc., and
        “Arranger” means either of them.
 
 “Article”
        means an article of this Agreement unless another document is specifically
        referenced.
 
 “Assignment
        Agreement” means an assignment and assumption entered into by a Lender and an
        Eligible Assignee (with the consent of any party whose consent is required
        by Section 12.1(b) ),
        and
        accepted by the Administrative Agent, in substantially the form of Exhibit B or any
        other form approved by the Administrative Agent.
 
 “Attributable
        Indebtedness” means, on any date, (i) in respect of any Capitalized Lease
        Obligation of any Person, the capitalized amount thereof that would appear
        on a
        balance sheet of such Person prepared as of such date in accordance with
        GAAP,
        and (ii) in respect of any Synthetic Lease Obligation, the capitalized amount
        of
        the remaining lease payments under the relevant lease that would appear on
        a
        balance sheet of such Person prepared as of such date in accordance with
        GAAP if
        such lease were accounted for as a Capitalized Lease.
 
 “Authorized
        Officer” means any of the President, any Vice President, the Chief Financial
        Officer or the Treasurer of the Borrower, in each case acting
        singly.
 
 “Bank
        of
        America” means Bank of America, N.A. in its individual capacity and its
        successors.
 2
 “BAS”
          means Banc of America Securities LLC.
 
 “Borrower”
          means Great Plains Energy Incorporated, a Missouri corporation, and its
          permitted successors and assigns.
 
 “Borrowing
          Date” means a date on which an Advance is made hereunder.
 
 “Borrowing
          Notice” is defined in Section 2.8 .
  “Business
          Day” means (i) with respect to any borrowing, payment or rate selection of
          Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
          generally are open in Chicago and New York City for the conduct of substantially
          all of their commercial lending activities and on which dealings in United
          States dollars are carried on in the London interbank market and (ii) for
          all
          other purposes, a day (other than a Saturday or Sunday) on which banks
          generally
          are open in Chicago and New York City for the conduct of substantially
          all of
          their commercial lending activities.
  “Capitalized
          Lease” of a Person means any lease of Property by such Person as lessee which
          would be capitalized on a balance sheet of such Person prepared in accordance
          with GAAP.
  “Capitalized
          Lease Obligations” of a Person means the amount of the obligations of such
          Person under Capitalized Leases which would be shown as a liability on
          a balance
          sheet of such Person prepared in accordance with GAAP.
  “Change
          of Control” means an event or series of events by which:
 
 ( i )  any
          “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
          the Securities Exchange Act of 1934, but excluding any employee benefit
          plan of
          the Borrower or its Subsidiaries, or any Person acting in its capacity
          as
          trustee, agent or other fiduciary or administrator of any such plan) becomes
          the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
          Exchange Act of 1934), directly or indirectly, of 33 1/3% or more of the
          equity
          interests of the Borrower; or
 
 ( ii )  during
          any period of 12 consecutive months (or such lesser period of time as shall
          have
          elapsed since the formation of the Borrower), a majority of the members
          of the
          board of directors or other equivalent governing body of the Borrower ceases
          to
          be composed of individuals (x) who were members of that board or equivalent
          governing body on the first day of such period, (y) whose election or nomination
          to that board or equivalent governing body was approved by individuals
          referred
          to in clause (x) above
          constituting at the time of such election or nomination at least a majority
          of
          that board or equivalent governing body or (z) whose election or nomination
          to
          that board or other equivalent governing body was approved by individuals
          referred to in clauses (x) and (y) above
          constituting at the time of such election or nomination at least a majority
          of
          that board or equivalent governing body.
  3
 
 
 “Closing
          Date” means May 11, 2006.
 
 “Code”
          means the Internal Revenue Code of 1986, as amended, reformed or otherwise
          modified from time to time.
 
 “Commitment”
          means, for each Lender, the obligation of such Lender to make Loans and
          to
          participate in Letters of Credit in an aggregate amount not exceeding the
          amount
          set forth on Schedule I hereto
          or as set forth in any Assignment Agreement relating to any assignment
          that has
          become effective pursuant to Section 12.1(b) ,
          as such
          amount may be modified from time to time pursuant to the terms
          hereof.
 
 “Consolidated
          Net Income” means, for any period, for the Borrower and its Consolidated
          Subsidiaries, the net income of the Borrower and its Consolidated Subsidiaries
          from continuing operations, excluding extraordinary items for that
          period.
 
 “Consolidated
          Subsidiaries” means all Subsidiaries of the Borrower that are (or should be)
          included when preparing the consolidated financial statements of the
          Borrower.
 
 “Consolidated
          Tangible Net Worth” means, as of any date of determination, for the Borrower and
          its Consolidated Subsidiaries, Shareholders’ Equity of the Borrower and its
          Consolidated Subsidiaries on that date minus the
          Intangible Assets of the Borrower and its Consolidated Subsidiaries on
          that
          date.
 
 “Contingent
          Obligation” of a Person means any agreement, undertaking or arrangement by which
          such Person assumes, guarantees, endorses, contingently agrees to purchase
          or
          provide funds for the payment of, or otherwise becomes or is contingently
          liable
          upon, the obligation or liability of any other Person, or agrees to maintain
          the
          net worth or working capital or other financial condition of any other
          Person,
          or otherwise assures any creditor of such other Person against
          loss.
 
 “Controlled
          Group” means all members of a controlled group of corporations or other business
          entities and all trades or businesses (whether or not incorporated) under
          common
          control which, together with the Borrower or any of its Subsidiaries, are
          treated as a single employer under Section 414 of the Code.
 
 “Conversion/Continuation
          Notice” is defined in Section 2.9 .
 
 “Credit
          Extension” means the making of an Advance or the issuance of a Letter of
          Credit.
 
 “Default”
          means an event described in Article VII .
 
 “Eligible
          Assignee” means (a) a Lender; (b) an Affiliate of a Lender;
          (c) an Approved Fund; and (d) any other Person (other than a natural
          person) approved by (i) the Administrative Agent and the Issuers, and
          (ii) unless a Default has occurred and is continuing, the Borrower (each
          such approval not to be unreasonably withheld or delayed); provided that
          notwithstanding
  4
 
  the
          foregoing, “Eligible Assignee” shall not include the Borrower or any of the
          Borrower’s Affiliates or Subsidiaries.
 
 “Environmental
          Laws” means any and all federal, state, local and foreign statutes, laws,
          judicial decisions, regulations, ordinances, rules, judgments, orders,
          decrees,
          plans, injunctions, permits, concessions, grants, franchises, licenses,
          agreements and other governmental restrictions relating to (i) the protection
          of
          the environment, (ii) the effect of the environment on human health, (iii)
          emissions, discharges or releases of pollutants, contaminants, hazardous
          substances or wastes into surface water, ground water or land, or (iv)
          the
          manufacture, processing, distribution, use, treatment, storage, disposal,
          transport or handling of pollutants, contaminants, hazardous substances
          or
          wastes or the clean-up or other remediation thereof.
 
 “Equity-Linked
          Securities” means (i) all securities issued by the Borrower or any Subsidiary
          that contain two distinct components: (a) medium-term debt and (b) a forward
          contract for the issuance of common stock of the Borrower or such Subsidiary
          prior to the maturity of, and in an amount not less than, such debt, including
          the securities commonly referred to by the tradenames “FELINE PRIDES”, “PEPS”,
“HITS” and “DECS” and generally referred to as “equity units”; provided that
          such securities shall not contain any provision permitting them to be put
          to the
          Borrower or any Subsidiary prior to the settlement of the related purchase
          contract and (ii) all other securities issued by the Borrower or any Subsidiary
          that are similar to those described in clause (i) .
 
 “ERISA”
          means the Employee Retirement Income Security Act of 1974, as amended from
          time
          to time, and any rule or regulation issued thereunder.
 
 “Eurodollar
          Advance” means an Advance which bears interest at the applicable Eurodollar
          Rate.
 
 “Eurodollar
          Rate” means for any Interest Period with respect to a Eurodollar Loan, a rate
          per annum (rounded to the nearest multiple of 1/16 of 1%) determined by
          the
          Administrative Agent pursuant to the following formula:
 
 Eurodollar
                    Rate  =
                Eurodollar
                    Base Rate
                  1.00
                    - Eurodollar Reserve Percentage
 
 Where,
 
 “Eurodollar
          Base Rate” means, for such Interest Period, the rate per annum equal to the
          British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters
          (or other commercially available source providing quotations of BBA LIBOR
          as
          designated by the Administrative Agent from time to time) at approximately
          11:00 a.m., London time, two Business Days prior to the commencement of
          such Interest Period, for Dollar deposits (for delivery on the first day
          of such
          Interest Period) with a term equivalent to such Interest Period. If such
          rate is
          not available at such time for any reason, then the “Eurodollar Base Rate” for
          such Interest Period shall be the rate per annum determined by the
          Administrative Agent to be the rate at which deposits in Dollars for delivery
          on
          the first day of such Interest Period in same day
  5
 
  funds
          in
          the approximate amount of the Eurodollar Loan being made, continued or
          converted
          by Bank of America and with a term equivalent to such Interest Period would
          be
          offered by Bank of America’s London Branch to major banks in the London
          interbank eurodollar market at their request at approximately 11:00 a.m.
          (London time) two Business Days prior to the commencement of such Interest
          Period.
   “Eurodollar
          Reserve Percentage” means, for any day during any Interest Period, the reserve
          percentage (expressed as a decimal, carried out to five decimal places)
          in
          effect on such day, whether or not applicable to any Lender, under regulations
          issued from time to time by the FRB for determining the maximum reserve
          requirement (including any emergency, supplemental or other marginal reserve
          requirement) with respect to Eurocurrency funding (currently referred to
          as
“Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar
          Loan shall be adjusted automatically as of the effective date of any change
          in
          the Eurodollar Reserve Percentage.
 
 “Eurodollar
          Loan” means a Loan which bears interest at the applicable Eurodollar
          Rate.
 
 “Excluded
          Taxes” means, in the case of each Lender or applicable Lending Installation and
          the Administrative Agent, taxes imposed on its overall net income, and
          franchise
          taxes imposed on it, by (i) the jurisdiction under the laws of which such
          Lender
          or the Administrative Agent is incorporated or organized or (ii) the
          jurisdiction in which the Administrative Agent’s or such Lender’s principal
          executive office or such Lender’s applicable Lending Installation is
          located.
 
 “Exhibit”
          refers to an exhibit to this Agreement, unless another document is specifically
          referenced.
 
 “Existing
          Credit Facility” means the credit agreement among the Borrower, JPMorgan Chase
          Bank, N.A., as administrative agent and the other lenders party thereto
          dated as
          of December 15, 2004, as amended or modified from time to time.
 
 “Existing
          Letters of Credit” means those letters of credit identified on Schedule
          II .
 
 “Facility
          Fee Rate” means, at any time, the percentage rate per annum at which facility
          fees are accruing at such time as set forth in the Pricing
          Schedule.
 
 “Facility
          Termination Date” means (a) the later of (i) May 11, 2011 and (ii) with respect
          to some or all of the Lenders if the facility termination date is extended
          pursuant to Section 2.20, such extended facility termination date or (b)
          any
          earlier date on which the Aggregate Commitment is reduced to zero or otherwise
          terminated pursuant to the terms hereof.
 
 “Federal
          Funds Effective Rate” means, for any day, the rate per annum equal to the
          weighted average of the rates on overnight Federal funds transactions with
          members of the Federal Reserve System arranged by Federal funds brokers
          on such
          day, as published by the Federal Reserve Bank of New York on the Business
          Day
          next succeeding such day; provided that (a)
          if such day is not a Business Day, the Federal Funds Effective Rate for
          such day
          shall be
  6
 
  such
          rate
          on such transactions on the next preceding Business Day as so published
          on the
          next succeeding Business Day, and (b) if no such rate is so published on
          such
          next succeeding Business Day, the Federal Funds Effective Rate for such
          day
          shall be the average rate (rounded upward, if necessary, to a whole multiple
          of
          1/100 of 1%) charged to Bank of America on such day on such transactions
          as
          determined by the Administrative Agent.
 
 “Fee
          Letter” means that certain fee letter dated April 6, 2006 among the Agents, the
          Arrangers, the Borrower and KCPL.
 
 “Floating
          Rate Advance” means an Advance which bears interest at the Alternate Base
          Rate.
 
 “Floating
          Rate Loan” means a Loan which bears interest at the Alternate Base
          Rate.
 
 “FRB”
          means the Board of Governors of the Federal Reserve System.
 
 “Fund”
          means any Person (other than a natural person) that is (or will be) engaged
          in
          making, purchasing, holding or otherwise investing in commercial loans
          and
          similar extensions of credit in the ordinary course of its
          business.
 
 “GAAP”
          means generally accepted accounting principles set forth from time to time
          in
          the opinions and pronouncements of the Accounting Principles Board and
          the
          American Institute of Certified Public Accountants and statements of the
          Financial Accounting Standards Board.
 
 “Governmental
          Authority” means the government of the United States or any other nation, or of
          any political subdivision thereof, whether state or local, and any agency,
          authority, instrumentality, regulatory body, court, central bank or other
          entity
          exercising executive, legislative, judicial, taxing, regulatory or
          administrative powers or functions of or pertaining to government.
 
 “including”
          means “including without limiting the generality of the following”.
 
 “Indebtedness”
          means, as to any Person at a particular time, all of the following, without
          duplication, to the extent recourse may be had to the assets or properties
          of
          such Person in respect thereof: (i) all obligations of such Person for
          borrowed
          money and all obligations of such Person evidenced by bonds, debentures,
          notes,
          loan agreements or other similar instruments; (ii) any direct or contingent
          obligations of such Person in the aggregate in excess of $2,000,000 arising
          under letters of credit (including standby and commercial), banker’s
          acceptances, bank guaranties, surety bonds and similar instruments; (iii)
          net
          obligations of such Person under Swap Contracts; (iv) all obligations of
          such
          Person to pay the deferred purchase price of property or services (except
          trade
          accounts payable arising, and accrued expenses incurred, in the ordinary
          course
          of business), and indebtedness (excluding prepaid interest thereon) secured
          by a
          Lien on property owned or being purchased by such Person (including indebtedness
          arising under conditional sales or other title retention agreements), whether
          or
          not such indebtedness shall have been assumed by such Person or is limited
          in
          recourse; (v) Capitalized Lease Obligations and
  7
 
  Synthetic
          Lease Obligations of such Person; and (vi) all Contingent Obligations of
          such
          Person in respect of any of the foregoing.
 
 For
          all
          purposes hereof, the Indebtedness of any Person shall include the Indebtedness
          of any partnership or joint venture in which such Person is a general partner
          or
          a joint venturer, unless such Indebtedness is non-recourse to such Person.
          It is
          understood and agreed that Indebtedness (including Contingent Obligations)
          shall
          not include any obligations of the Borrower with respect to (i) subordinated,
          deferrable interest debt securities, and any related securities issued
          by a
          trust or other special purpose entity in connection therewith, as long
          as the
          maturity date of such debt is subsequent to the Facility Termination Date; provided that the
          amount of mandatory principal amortization or defeasance of such debt prior
          to
          the Facility Termination Date shall be included in this definition of
          Indebtedness; or (ii) Equity-Linked Securities until the mandatory redemption
          date therefor, provided that the
          principal amount of all outstanding Equity-Linked Securities in excess
          of 20% of
          Total Capitalization shall constitute Indebtedness. The amount of any
          Capitalized Lease Obligation or Synthetic Lease Obligation as of any date
          shall
          be deemed to be the amount of Attributable Indebtedness in respect thereof
          as of
          such date.
 
 “Intangible
          Assets” means, assets that are considered to be intangible assets under GAAP,
          including, but not limited to, customer lists, goodwill, computer software,
          copyrights, trade names, trademarks, patents, franchises and
          licenses.
 
 “Interest
          Period” means, with respect to a Eurodollar Advance, a period of one, two, three
          or six months commencing on a Business Day selected by the Borrower pursuant
          to
          this Agreement. Such Interest Period shall end on the day which corresponds
          numerically to such date one, two, three or six months thereafter; provided that if
          there is no such numerically corresponding day in such next, second, third
          or
          sixth succeeding month, such Interest Period shall end on the last Business
          Day
          of such next, second, third or sixth succeeding month. If an Interest Period
          would otherwise end on a day which is not a Business Day, such Interest
          Period
          shall end on the next succeeding Business Day; provided that if
          said next succeeding Business Day falls in a new calendar month, such Interest
          Period shall end on the immediately preceding Business Day.
 
 “Issuer”
          means each of Bank of America, JPMorgan and any other Lender approved by
          the
          Borrower and the Administrative Agent, in each case in its capacity as
          an issuer
          of Letters of Credit hereunder. Notwithstanding the foregoing, The Bank
          of
          Tokyo-Mitsubishi UFJ, Limited, Chicago Branch shall be the Issuer with
          respect
          to those Existing Letters of Credit identified on Part B of Schedule
          II .
 
 “Issuer
          Documents” means with respect to any Letter of Credit, the Letter Credit
          Application and any other document, agreement and instrument entered into
          by the
          applicable Issuer and the Borrower or in favor of the applicable Issuer
          and
          relating to such Letter of Credit.
 
 “JPMorgan”
          means JPMorgan Chase Bank, N.A. in its individual capacity, and its
          successors.
  8
 
  “KCPL”
          means Kansas City Power & Light Company, a Missouri
          corporation.
 
 “KCPL
          Credit Agreement” means that certain Credit Agreement dated of the Closing Date
          among KCPL, the financial institutions party thereto, JPMorgan, as syndication
          agent and Bank of America, N.A., as administrative agent, as amended or
          modified
          from time to time.
 
 “LC
          Collateral Account” is defined in Section 2.19(k) .
 
 “Lenders”
          means the lending institutions listed on the signature pages of this Agreement
          and their respective successors and assigns.
 
 “Lending
          Installation” means, with respect to a Lender or the Administrative Agent, the
          office, branch, subsidiary or affiliate of such Lender or the Administrative
          Agent listed on the signature pages hereof or on a Schedule or otherwise
          selected by such Lender or the Administrative Agent pursuant to Section 2.17 .
 
 “Letter
          of Credit” means any standby letter of credit issued pursuant to Section
          2.19 **** and
          any
          Existing Letter of Credit.
 
 “Letter
          of Credit Application” is defined in Section 2.19(c) .
 
 “Letter
          of Credit Fee” is defined in Section 2.19(d) .
 
 “Letter
          of Credit Fee Rate” means, at any time, the percentage rate per annum applicable
          to Letter of Credit Fees at such time as set forth in the Pricing
          Schedule.
 
 “Letter
          of Credit Obligations” means, at any time, the sum, without duplication, of (i)
          the aggregate undrawn stated amount of all Letters of Credit at such time
          plus
          (ii) the aggregate unpaid amount of all Reimbursement Obligations at such
          time.
 
 “Lien”
          means any lien (statutory or other), mortgage, pledge, hypothecation,
          assignment, deposit arrangement, encumbrance or preference, priority or
          other
          security agreement or preferential arrangement of any kind or nature whatsoever
          (including the interest of a vendor or lessor under any conditional sale,
          Capitalized Lease or other title retention agreement).
 
 “Loan”
          means, with respect to a Lender, such Lender’s loans made pursuant to Article II (or any
          conversion or continuation thereof).
 
 “Loan
          Documents” means this Agreement, each Note issued pursuant to Section 2.13 ,
          each
          Letter of Credit, each Letter of Credit Application and the Fee
          Letter.
 
 “Material
          Adverse Effect” means a material adverse effect on (i) the business, Property,
          condition (financial or otherwise), results of operations, or prospects
          of the
          Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
          Borrower
          to perform its obligations under the Loan Documents or (iii) the validity
          or
          enforceability of any of the Loan Documents or the rights or remedies of
          the
          Agents, the Lenders or the Issuers thereunder.
  9
 
  “Material
          Indebtedness” is defined in Section 7.5 .
 
 “Modification”
          and “Modify” are defined in Section 2.19(a) .
 
 “Moody’s”
          means Moody’s Investors Service, Inc.
 
 “Multiemployer
          Plan” means a Plan maintained pursuant to a collective bargaining agreement or
          any other arrangement to which the Borrower or any member of the Controlled
          Group is a party to which more than one employer is obligated to make
          contributions.
 
 “Non-Extending
          Lender” is defined in Section
          2.20(b) .
 
 “Non-U.S.
          Lender” is defined in Section 3.5(iv) .
 
 “Note”
is
          defined in Section 2.13 .
 
 “Notice
          Date” is defined in Section 2.20(b) .
 
 “Obligations”
          means all unpaid principal of and accrued and unpaid interest on the Loans,
          all
          Reimbursement Obligations and accrued and unpaid interest thereon, all
          accrued
          and unpaid fees and all expenses, reimbursements, indemnities and other
          obligations of the Borrower to any Lender, any Issuer, either Agent or
          any
          indemnified party arising under any Loan Document.
 
 “Other
          Taxes” is defined in Section 3.5(ii) .
 
 “Outstanding
          Credit Exposure” means, as to any Lender at any time, the sum of (i) the
          aggregate principal amount of its Loans outstanding at such time, plus
          (ii) its
          Pro Rata Share of the Letter of Credit Obligations at such time.
 
 “Participant”
          is defined in Section 12.1(d) .
 
 “Payment
          Date” means the last Business Day of each March, June, September and
          December.
 
 “PBGC”
          means the Pension Benefit Guaranty Corporation, or any successor
          thereto.
 
 “Person”
          means any natural person, corporation, firm, joint venture, partnership,
          limited
          liability company, association, enterprise, trust or other entity or
          organization, or any government or political subdivision or any agency,
          department or instrumentality thereof.
 
 “Plan”
          means an employee pension benefit plan which is covered by Title IV of
          ERISA or subject to the minimum funding standards under Section 412 of the
          Code as to which the Borrower or any member of the Controlled Group may
          have any
          liability.
  10
  
  “Pricing
          Schedule” means Schedule III attached
          hereto identified as such.
 
 “Prime
          Rate” means a rate per annum equal to the prime rate of interest announced by
          Bank of America from time to time (which is not necessarily the lowest
          rate
          charged to any customer). The “prime rate” is a rate set by Bank of America
          based upon various factors including Bank of America’s costs and desired return,
          general economic conditions and other factors, and is used as a reference
          point
          for pricing some loans, which may be priced at, above, or below such announced
          rate. Any change in such rate announced by Bank of America shall take effect
          at
          the opening of business on the day specified in the public announcement
          of such
          change.
 
 “Project
          Finance Subsidiary” means any Subsidiary that meets the following requirements:
          (i) it is primarily engaged, directly or indirectly, in the ownership,
          operation
          and/or financing of independent power production and related facilities
          and
          assets; and (ii) neither the Borrower nor any other Subsidiary (other than
          another Project Finance Subsidiary) has any liability, contingent or otherwise,
          for the Indebtedness or other obligations of such Subsidiary (other than
          non-recourse liability resulting from the pledge of stock of such
          Subsidiary).
 
 “Property”
          of a Person means any and all property, whether real, personal, tangible,
          intangible, or mixed, of such Person, or other assets owned or leased by
          such
          Person.
 
 “Pro
          Rata
          Share” means, with respect to any Lender on any date of determination, the
          percentage which the amount of such Lender’s Commitment is of the Aggregate
          Commitment (or, if the Commitments have terminated, which such Lender’s
          Outstanding Credit Exposure is of the Aggregate Outstanding Credit Exposure)
          as
          of such date. For purposes of determining liability for any indemnity obligation
          under Section 2.19(j) or 9.6(iii) ,
          each
          Lender’s Pro Rata Share shall be determined as of the date the applicable Issuer
          or the Administrative Agent notifies the Lenders of such indemnity obligation
          (or, if such notice is given after termination of this Agreement, as of
          the date
          of such termination).
 
 “Register”
          is defined in Section
          12.1(c) .
 
 “Regulation D”
          means Regulation D of the FRB as from time to time in effect and any
          successor thereto or other regulation or official interpretation of the
          FRB
          relating to reserve requirements applicable to member banks of the Federal
          Reserve System.
 
 “Regulation U”
          means Regulation U of the FRB as from time to time in effect and any
          successor or other regulation or official interpretation of the FRB relating
          to
          the extension of credit by banks for the purpose of purchasing or carrying
          margin stocks applicable to member banks of the Federal Reserve
          System.
 
 “Reimbursement
          Obligations” means, at any time, the aggregate of all obligations of the
          Borrower then outstanding under Section 2.19 to
          reimburse the Issuers for amounts paid by the Issuers in respect of any
          one or
          more drawings under Letters of Credit.
  11
  
  “Related
          Parties” means, with respect to any Person, such Person’s Affiliates and the
          partners, directors, officers, employees, agents and advisors of such Person
          and
          of such Person’s Affiliates.
 
 “Reportable
          Event” means a reportable event as defined in Section 4043 of ERISA and the
          regulations issued under such section, with respect to a Plan, excluding,
          however, such events as to which the PBGC has by regulation waived the
          requirement of Section 4043(a) of ERISA that it be notified within 30 days
          of the occurrence of such event; provided that a
          failure to meet the minimum funding standard of Section 412 of the Code and
          of Section 302 of ERISA shall be a Reportable Event regardless of the
          issuance of any such waiver of the notice requirement in accordance with
          either
          Section 4043(a) of ERISA or Section 412(d) of the Code.
 
 “Required
          Lenders” means Lenders in the aggregate having more than 50% of the Aggregate
          Commitment or, if the Aggregate Commitment has been terminated, Lenders
          in the
          aggregate holding more than 50% of the Aggregate Outstanding Credit
          Exposure.
 
 “Re-Transfer”
          is defined in Section
          2.6(b) .
 
 “S&P”
          means Standard and Poor’s Ratings Services, a division of The McGraw Hill
          Companies, Inc.
 
 “Schedule”
          refers to a specific schedule to this Agreement, unless another document
          is
          specifically referenced.
 
 “SEC”
          means the Securities and Exchange Commission.
 
 “Section”
          means a numbered section of this Agreement, unless another document is
          specifically referenced.
 
 “Shareholders’
          Equity” means, as of any date of determination for the Borrower and its
          Consolidated Subsidiaries on a consolidated basis, shareholders’ equity as of
          that date determined in accordance with GAAP.
 
 “Significant
          Subsidiary” means, at any time, KCPL and each other Subsidiary which (i) as of
          the date of determination, owns consolidated assets equal to or greater
          than 15%
          of the consolidated assets of the Borrower and its Subsidiaries or (ii)
          which
          had consolidated net income from continuing operations (excluding extraordinary
          items) during the four most recently ended fiscal quarters equal to or
          greater
          than 15% of Consolidated Net Income during such period.
 
 “Single
          Employer Plan” means a Plan maintained by the Borrower or any member of the
          Controlled Group for employees of the Borrower or any member of the Controlled
          Group.
 
 “Subsidiary”
          of a Person means (i) any corporation more than 50% of the outstanding
          securities having ordinary voting power of which shall at the time be owned
          or
          controlled, directly or indirectly, by such Person or by one or more of
          its
          Subsidiaries or by such Person and
  12
 
  one
          or
          more of its Subsidiaries, (ii) any partnership, limited liability company,
          association, joint venture or similar business organization more than 50%
          of the
          ownership interests having ordinary voting power of which shall at the
          time be
          so owned or controlled; or (iii) any other Person the operations and/or
          financial results of which are required to be consolidated with those of
          such
          first Person in accordance with GAAP. Unless otherwise expressly stated,
          all
          references herein to a “Subsidiary” shall mean a Subsidiary of the
          Borrower.
 
 “Substantial
          Portion” means, with respect to the Property of the Borrower and its
          Subsidiaries, Property which (i) represents more than 10% of the consolidated
          assets of the Borrower and its Consolidated Subsidiaries as would be shown
          in
          the consolidated financial statements of the Borrower and its Consolidated
          Subsidiaries as at the beginning of the twelve-month period ending with
          the
          month in which such determination is made, or (ii) is responsible for more
          than
          10% of the consolidated net sales or of the Consolidated Net Income of
          the
          Borrower and its Consolidated Subsidiaries as reflected in the financial
          statements referred to in clause (i) above.
 
 “Swap
          Contract” means (i) any and all rate swap transactions, basis swaps, credit
          derivative transactions, forward rate transactions, commodity swaps, commodity
          options, forward commodity contracts, equity or equity index swaps or options,
          bond or bond price or bond index swaps or options or forward bond or forward
          bond price or forward bond index transactions, interest rate options, forward
          foreign exchange transactions, cap transaction, floor transactions, collar
          transactions, currency swap transactions, cross-currency rate swap transactions,
          currency options, spot contracts, or any other similar transactions or
          any
          combination of any of the foregoing (including any options to enter into
          any of
          the foregoing), whether or not any such transaction is governed by or subject
          to
          any master agreement, and (ii) any and all transactions of any kind, and
          the
          related confirmations, which are subject to the terms and conditions of,
          or
          governed by, any form of master agreement published by the International
          Swaps
          and Derivatives Association, Inc., any International Foreign Exchange Master
          Agreement, or any other master agreement (any such master agreement, together
          with any related schedules, a “Master Agreement”), including any such
          obligations or liabilities under any Master Agreement.
 
 “Syndication
          Agent” means JPMorgan, in its capacity as syndication agent hereunder, and not
          in its individual capacity as a Lender, and any successor thereto.
 
 “Synthetic
          Lease Obligation” means the monetary obligation of a Person under (i) a
          so-called synthetic or off-balance sheet or tax retention lease, or (ii)
          an
          agreement for the use or possession of property creating obligations that
          do not
          appear on the balance sheet of such Person but which, upon the insolvency
          or
          bankruptcy of such Person, would be characterized as the indebtedness of
          such
          Person (without regard to accounting treatment).
 
 “Taxes”
          means any and all present or future taxes, duties, levies, imposts, deductions,
          charges or withholdings, and any and all liabilities with respect to the
          foregoing, but excluding Excluded Taxes.
  13
  
  “’34
          Act
          Reports” means the periodic reports of the Borrower filed with the SEC on Forms
          10-K, 10-Q and 8-K (or any successor forms thereto).
 
 “Total
          Capitalization” means Total Indebtedness of the Borrower and its Consolidated
          Subsidiaries plus the sum of (i) Shareholder’s Equity (without giving effect to
          the application of FASB Statement No. 133 or 149) and (ii) to the extent
          not
          otherwise included in Indebtedness or Shareholder’s Equity, preferred and
          preference stock and securities of the Borrower and its Subsidiaries included
          in
          a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
          in accordance with GAAP.
 
 “Total
          Indebtedness” means all Indebtedness of the Borrower and its Consolidated
          Subsidiaries on a consolidated basis (and without duplication), excluding
          (i)
          Indebtedness arising under Swap Contracts entered into in the ordinary
          course of
          business to hedge bona fide transactions and business risks and not for
          speculation, (ii) Indebtedness of Project Finance Subsidiaries, (iii) Contingent
          Obligations incurred after May 15, 1996 with respect to obligations of
          Strategic Energy, L.L.C. in an aggregate amount not exceeding $400,000,000
          and
          (iv) Indebtedness of KLT Investments Inc. incurred in connection with the
          acquisition and maintenance of its interests (whether direct or indirect)
          in low
          income housing projects.
 
 “Transfer”
          is defined in Section 2.6(b) .
 
 “Type”
          means, with respect to any Advance, its nature as a Floating Rate Advance
          or a
          Eurodollar Advance.
 
 “Unmatured
          Default” means an event which but for the lapse of time or the giving of notice,
          or both, would constitute a Default.
 
 “Utilization
          Fee Rate” means, at any time, the percentage rate per annum at which utilization
          fees are accruing at such time as set forth in the Pricing
          Schedule.
 
 “Wholly-Owned
          Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting
          securities of which shall at the time be owned or controlled, directly
          or
          indirectly, by such Person or one or more Wholly-Owned Subsidiaries of
          such
          Person, or by such Person and one or more Wholly-Owned Subsidiaries of
          such
          Person, or (ii) any partnership, limited liability company, association,
          joint
          venture or similar business organization 100% of the ownership interests
          having
          ordinary voting power of which shall at the time be so owned or
          controlled.
 
 **1.** **2**  **Accounting
          Principles** **.**
 
 Unless
          the context otherwise clearly requires, all accounting terms not expressly
          defined herein shall be construed, and all financial computations required
          under
          this Agreement shall be made, in accordance with GAAP, consistently applied; provided that if
          the Borrower notifies the Administrative Agent that the Borrower wishes
          to amend
          any covenant in Section 6 to
          eliminate the effect of any change in GAAP on the operation of such covenant
          (or
          if the Administrative Agent notifies the Borrower that the Required Lenders
          wish
          to amend any covenant in Section 6 for such
          purpose), then the Borrower’s compliance with such covenant shall be determined
          on
  14
 
 the
          basis
          of GAAP in effect immediately before the relevant change in GAAP became
          effective, until either such notice is withdrawn or such covenant is amended
          in
          a manner satisfactory to the Borrower and the Required Lenders.
 
 **1.** **3**  **Letter
          of Credit Amounts** **.**
 
 Unless
          otherwise specified herein, the amount of a Letter of Credit at any time
          shall
          be deemed to be the stated amount of such Letter of Credit in effect at
          such
          time; provided that
          with respect to any Letter of Credit that, by its terms or the terms of
          any
          Issuer Document related thereto, provides for one or more automatic increases
          in
          the stated amount thereof, the amount of such Letter of Credit shall be
          deemed
          to be the maximum stated amount of such Letter of Credit after giving effect
          to
          all such increases, whether or not such maximum stated amount is in effect
          at
          such time.
 
 **ARTICLE** **II**
 
 **THE
            CREDITS**
 
 **2.** **1**  **Commitment** **.**
 
 From
            and
            including the date of this Agreement and prior to the Facility Termination
            Date,
            subject to the terms and conditions set forth in this Agreement, (a)
            each Lender
            severally agrees to make Loans to the Borrower from time to time in amounts
            not
            to exceed in the aggregate at any one time outstanding the amount of
            its
            Commitment and (b) each Issuer agrees to issue Letters of Credit for
            the account
            of the Borrower from time to time (and each Lender severally agrees to
            participate in each such Letter of Credit as more fully set forth in Section 2.19 ); provided (i) that
            the Aggregate Outstanding Credit Exposure shall not at any time exceed
            the
            Aggregate Commitment; and (ii) the Outstanding Credit Exposure of any
            Lender
            shall not at any time exceed the amount of such Lender’s Commitment. Subject to
            the terms of this Agreement, the Borrower may borrow, repay and reborrow
            at any
            time prior to the Facility Termination Date. The Commitments shall expire
            on the
            Facility Termination Date.
 
 **2.** **2**  **Required
            Payments; Termination** **.**
 
 The
            Borrower shall (a) repay the principal amount of all Advances made to
            it on the
            Facility Termination Date and (b) deposit into the LC Collateral Account
            on the
            Facility Termination Date an amount in immediately available funds equal
            to the
            aggregate stated amount of all Letters of Credit that will remain outstanding
            after the Facility Termination Date.
 
 **2.** **3**  **Ratable
            Loans** **.**
 
 Each
            Advance hereunder shall consist of Loans made from the several Lenders
            ratably
            in proportion to their respective Pro Rata Shares.
  15
  
  **2.** **4**  **Types
            of Advances; Minimum Amount** **.**
 
 The
            Advances may be Floating Rate Advances or Eurodollar Advances, or a combination
            thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9 .
            Each
            Eurodollar Advance shall be in the amount of $5,000,000 or a higher integral
            multiple of $1,000,000, and each Floating Rate Advance shall be in the
            amount of
            $1,000,000 or an integral multiple thereof.
 
 **2.** **5**  **Facility
            Fee; Utilization Fee** **.**
 
 The
            Borrower agrees to pay to the Administrative Agent for the account of
            each
            Lender (a) a facility fee at a per annum rate equal to the Facility Fee
            Rate on
            such Lender’s Commitment (regardless of usage) from the date hereof to but
            excluding the Facility Termination Date, payable on each Payment Date
            and on the
            Facility Termination Date and, if applicable, thereafter on demand and
            (b) a
            utilization fee at a rate per annum equal to the Utilization Fee Rate
            on such
            Lender’s Outstanding Credit Exposure for any date on which the Aggregate
            Outstanding Credit Exposure exceeds 50% of the Aggregate Commitment such
            utilization fee to be payable on each Payment Date, on the Facility Termination
            Date and, if applicable, thereafter on demand.
 
 **2.** **6**  **Changes
            in Aggregate Commitment** **.**
 
 ( a )  The
            Borrower may permanently reduce the Aggregate Commitment in whole, or
            in part
            ratably among the Lenders (according to their respective Pro Rata Shares)
            in
            integral multiples of $5,000,000, upon at least three Business Days’ prior
            written notice to the Administrative Agent, which notice shall specify
            the
            amount of any such reduction; provided that the
            amount of the Aggregate Commitment may not be reduced below the Aggregate
            Outstanding Credit Exposure. All accrued facility fees and utilization
            fees
            shall be payable on the effective date of any termination of the obligations
            of
            the Lenders to make Loans hereunder.
 
 ( b )  (i)
            Subject to Section 4.2 of the KCPL Credit Agreement, the Borrower and
            KCPL may,
            by joint election in a written notice to the Administrative Agent (which
            shall
            promptly provide a copy of such notice to the Lenders) and the “Administrative
            Agent” under the KCPL Credit Agreement, transfer up to $200,000,000 of the
            unused Commitments to the Commitments (as such term is defined in the
            KCPL
            Credit Agreement) under the KCPL Credit Agreement (any such reduction,
            a
“Transfer”) and (ii) subject to Section 4.2, the Borrower and KCPL may, by joint
            election in a written notice to the Administrative Agent (which shall
            promptly
            provide a copy of such notice to the Lenders) and the “Administrative Agent”
under the KCPL Credit Agreement, re-transfer up to $200,000,000 of the
            unused
            Commitments (as such term is defined in the KCPL Credit Agreement) previously
            transferred from this Agreement to the KCPL Credit Agreement pursuant
            to
            subclause (b)(i) above back to the Commitments hereunder (any such addition,
            a
“Re-Transfer”). For the avoidance of doubt, the parties acknowledge and agree
            that after giving effect to any Transfer or Re-Transfer contemplated
            in
            subclauses (i) and (ii) above, (x) the aggregate Commitments hereunder
            shall not
            exceed $600,000,000, (y) the aggregate Commitments under and as defined
            in the
            KCPL Credit Agreement shall not exceed $600,000,000 and (z) the aggregate
            commitments under both this Agreement and the KCPL Credit Agreement shall
            not
            exceed $1,000,000,000.
  16
  
 
 ( c )  On
            the
            effective date of a Transfer, which shall be specified in the notice
            delivered
            pursuant to Section 2.6(b)(i) and which shall not be less than five (5)
            Business
            Days subsequent to the date of giving of such notice, then subject to
            the
            satisfaction of the conditions precedent specified in Section 4.2 of
            the KCPL
            Credit Agreement, (i) the Commitments hereunder shall be ratably decreased
            by
            the aggregate amount specified in such notice and (ii) the aggregate
            amount of
            the “Commitments” under and as defined in the KCPL Credit Agreement shall be
            ratably increased by such amount. Such Transfer and the consequent decreases
            and
            increases shall be irrevocable subject, however, to subsequent permissible
            Re-Transfers in accordance with the terms hereof.
 
 ( d )  On
            the
            effective date of a Re-Transfer, which shall be specified in the notice
            delivered pursuant to Section 2.6(b)(ii) and which shall not be less
            than five
            (5) Business Days subsequent to the date of giving of such notice, then
            subject
            to the satisfaction of the conditions precedent specified in Section
            4.2, (i)
            the Commitments hereunder shall be ratably increased by the aggregate
            amount
            specified in such notice and (ii) the aggregate amount of the “Commitments”
under and as defined in the KCPL Credit Agreement shall be ratably decreased
            by
            such amount. Such Re-Transfer and the consequent decreases and increases
            shall
            be irrevocable.
 
 **2.** **7**  **Optional
            Prepayments** **.**
 
 ( a )  The
            Borrower may from time to time prepay Floating Rate Advances upon one
            Business
            Day’s prior notice to the Administrative Agent, without penalty or premium.
            Each
            partial prepayment of Floating Rate Advances shall be in an aggregate
            amount of
            $1,000,000 or an integral multiple thereof.
 
 ( b )  The
            Borrower may from time to time prepay Eurodollar Advances (subject to
            the
            payment of any funding indemnification amounts required by Section 3.4 )
            upon
            three Business Days’ prior notice to the Administrative Agent, without penalty
            or premium. Each partial prepayment of Eurodollar Advances shall be in
            an
            aggregate amount of $5,000,000 or a higher integral multiple of
            $1,000,000.
 
 ( c )  All
            prepayments of Advances shall be applied ratably to the Loans of the
            Lenders in
            accordance with their respective Pro Rata Shares.
 
 **2.** **8**  **Method
            of Selecting Types and Interest Periods for New
            Advances** **.**
 
 The
            Borrower shall select the Type of Advance and, in the case of each Eurodollar
            Advance, the Interest Period applicable thereto from time to time. The
            Borrower
            shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”)
            not later than noon (Charlotte, North Carolina time) on the Borrowing
            Date of
            each Floating Rate Advance and not later than noon (Charlotte, North
            Carolina
            time) three Business Days before the Borrowing Date for each Eurodollar
            Advance,
            specifying:
 
 ( i )  the
            Borrowing Date, which shall be a Business Day, of such Advance,
 17
  
  ( ii )  the
            aggregate amount of such Advance,
 
 ( iii )  the
            Type
            of Advance selected, and
 
 ( iv )  in
            the
            case of each Eurodollar Advance, the Interest Period applicable
            thereto.
 
 Not
            later
            than 1:00 p.m. (Charlotte, North Carolina time) on each Borrowing Date,
            each Lender shall make available its Loan or Loans in funds immediately
            available to the Administrative Agent at its address specified pursuant
            to Article XIII .
            The
            Administrative Agent will make the funds so received from the Lenders
            available
            to the Borrower at the Administrative Agent’s aforesaid address.
 
 **2.** **9**  **Conversion
            and Continuation of Outstanding Advances** **.**
 
 Floating
            Rate Advances shall continue as Floating Rate Advances unless and until
            such
            Floating Rate Advances are converted into Eurodollar Advances pursuant
            to this Section 2.9 or are
            repaid in accordance with Section 2.7 .
            Each
            Eurodollar Advance shall continue as a Eurodollar Advance until the end
            of the
            then applicable Interest Period therefor, at which time such Eurodollar
            Advance
            shall be automatically converted into a Floating Rate Advance unless
            (x) such
            Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
            the Borrower shall have given the Administrative Agent a Conversion/Continuation
            Notice (as defined below) requesting that, at the end of such Interest
            Period,
            such Eurodollar Advance continue as a Eurodollar Advance for the same
            or another
            Interest Period. Subject to the terms of Section 2.4 ,
            the
            Borrower may elect from time to time to convert all or any part of a
            Floating
            Rate Advance into a Eurodollar Advance. The Borrower shall give the
            Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of
            each conversion of a Floating Rate Advance into a Eurodollar Advance
            or
            continuation of a Eurodollar Advance not later than 11:00 a.m. (Charlotte,
            North Carolina time) at least three Business Days prior to the date of
            the
            requested conversion or continuation, specifying:
 
 ( i )  the
            requested date, which shall be a Business Day, of such conversion or
            continuation,
 
 ( ii )  the
            aggregate amount and Type of the Advance which is to be converted or
            continued,
            and
 
 ( iii )  the
            amount of such Advance which is to be converted into or continued as
            a
            Eurodollar Advance and the duration of the Interest Period applicable
            thereto.
 
 **2.** **10**  **Changes
            in Interest Rate, etc** **.**
 
 Each
            Floating Rate Advance shall bear interest on the outstanding principal
            amount
            thereof, for each day from and including the date such Advance is made
            or is
            automatically converted from a Eurodollar Advance into a Floating Rate
            Advance
            pursuant to Section 2.9 ,
            to but
            excluding the date it is paid or is converted into a Eurodollar Advance
            pursuant
            to Section 2.9 hereof,
            at a rate per annum equal to the Alternate Base Rate for such day. Changes
  18
 
 in
            the
            rate of interest on that portion of any Advance maintained as a Floating
            Rate
            Advance will take effect simultaneously with each change in the Alternate
            Base
            Rate. Each Eurodollar Advance shall bear interest on the outstanding
            principal
            amount thereof from and including the first day of the Interest Period
            applicable thereto to (but not including) the last day of such Interest
            Period
            at the interest rate determined by the Administrative Agent as applicable
            to
            such Eurodollar Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and
            otherwise in accordance with the terms hereof. No Interest Period may
            end after
            the Facility Termination Date.
 
 **2.** **11**  **Rates
            Applicable After Default** **.**
 
 Notwithstanding
            anything to the contrary contained in Section 2.8 or 2.9 ,
            during
            the continuance of a Default or Unmatured Default the Required Lenders
            may, at
            their option, by notice to the Borrower (which notice may be revoked
            at the
            option of the Required Lenders notwithstanding any provision of  Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates),
            declare that no Advance may be made as, converted into or continued as
            a
            Eurodollar Advance. During the continuance of a Default the Required
            Lenders
            may, at their option, by notice to the Borrower (which notice may be
            revoked at
            the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates),
            declare that (i) each Eurodollar Advance shall bear interest for the
            remainder
            of the applicable Interest Period at the rate otherwise applicable to
            such
            Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall
            bear
            interest at a rate per annum equal to the Alternate Base Rate in effect
            from
            time to time plus 2% per annum and (iii) the Letter of Credit Fee Rate
            shall be
            increased by 2% per annum; provided that,
            during the continuance of a Default under Section 7.6 or 7.7 ,
            the
            interest rates set forth in clauses (i) and (ii) above
            and the increase in the Letter of Credit Fee Rate set forth in clause (iii) above
            shall be applicable to all applicable Credit Extensions without any election
            or
            action on the part of the Administrative Agent or any Lender.
 
 **2.** **12**  **Method
            of Payment** **.**
 
 All
            payments of the Obligations hereunder shall be made, without setoff,
            deduction,
            or counterclaim, in immediately available funds to the Administrative
            Agent at
            the Administrative Agent’s address specified pursuant to Article XIII ,
            or at
            any other Lending Installation of the Administrative Agent specified
            in writing
            by the Administrative Agent to the Borrower, by 1:00 p.m. (Charlotte, North
            Carolina time) on the date when due and shall be applied ratably by the
            Administrative Agent among the Lenders in accordance with their respective
            Pro
            Rata Shares. Each payment delivered to the Administrative Agent for the
            account
            of any Lender shall be delivered promptly by the Administrative Agent
            to such
            Lender in the same type of funds that the Administrative Agent received
            at its
            address specified pursuant to Article XIII or at
            any Lending Installation specified in a notice received by the Administrative
            Agent from such Lender.
  19
  
  **2.** **13**  **Noteless
            Agreement; Evidence of Indebtedness** **.**
 
 ( i )  Each
            Lender shall maintain in accordance with its usual practice an account
            or
            accounts evidencing the indebtedness of the Borrower to such Lender resulting
            from each Loan made by such Lender from time to time, including the amounts
            of
            principal and interest payable and paid to such Lender from time to time
            hereunder.
 
 ( ii )  The
            Administrative Agent shall also maintain accounts in which it will record
            (a)
            the amount of each Loan made hereunder, the Type thereof and the Interest
            Period
            with respect thereto, (b) the amount of any principal or interest due
            and
            payable or to become due and payable from the Borrower to each Lender
            hereunder,
            (c) the original stated amount of each Letter of Credit and the amount
            of Letter
            of Credit Obligations outstanding at any time and (d) the amount of any
            sum
            received by the Administrative Agent hereunder from the Borrower and
            each
            Lender’s share thereof.
 
 ( iii )  The
            entries maintained in the accounts maintained pursuant to clauses (i) and (ii) above
            shall be *prima
            facie* evidence
            of the existence and amounts of the Obligations therein recorded; provided ** that
            the
            failure of the Administrative Agent or any Lender to maintain such accounts
            or
            any error therein shall not in any manner affect the obligation of the
            Borrower
            to repay the Obligations in accordance with their terms.
 
 ( iv )  Any
            Lender may request that its Loans be evidenced by a promissory note
            substantially in the form of Exhibit D (a
“Note”). In such event, the Borrower shall prepare, execute and deliver to
            such
            Lender a Note payable to the order of such Lender. Thereafter, the Loans
            evidenced by such Note and interest thereon shall at all times (including
            after
            any assignment pursuant to Section 12.1(b) )
            be
            represented by one or more Notes payable to the order of the payee named
            therein
            or any assignee pursuant to Section 12.1(b) ,
            except
            to the extent that any such Lender or assignee subsequently returns any
            such
            Note for cancellation and requests that such Loans once again be evidenced
            as
            described in clauses (i) and (ii) above.
 
 **2.** **14**  **Telephonic
            Notices** **.**
 
 The
            Borrower hereby authorizes the Lenders and the Administrative Agent to
            extend,
            convert or continue Advances, effect selections of Types of Advances
            and to
            transfer funds based on telephonic notices made by any person or persons
            the
            Administrative Agent or any Lender in good faith believes to be acting
            on behalf
            of the Borrower. The Borrower agrees to deliver promptly to the Administrative
            Agent a written confirmation, if such confirmation is requested by the
            Administrative Agent or any Lender, of each telephonic notice signed
            by an
            Authorized Officer. If the written confirmation differs in any material
            respect
            from the action taken by the Administrative Agent and the Lenders, the
            records
            of the Administrative Agent and the Lenders shall govern absent manifest
            error.
 
 **2.** **15**  **Interest
            Payment Dates; Interest and Fee Basis** **.**
 
 Interest
            accrued on each Floating Rate Advance shall be payable on each Payment
            Date,
            commencing with the first such date to occur after the date hereof, and
            at
            maturity. Interest
  20
  
  accrued
            on each Eurodollar Advance shall be payable on the last day of its applicable
            Interest Period, on any date on which such Eurodollar Advance is prepaid,
            whether by acceleration or otherwise, and at maturity. Interest accrued
            on each
            Eurodollar Advance having an Interest Period longer than three months
            shall also
            be payable on the last day of each three-month interval during such Interest
            Period. All computations of interest for Floating Rate Loans when the
            Alternate
            Base Rate is determined by the Prime Rate shall be made on the basis
            of a year
            of 365 or 366 days, as the case may be, and actual days elapsed. All
            other
            computations of interest and fees shall be calculated for actual days
            elapsed on
            the basis of a 360-day year. Interest shall be payable for the day an
            Advance is
            made but not for the day of any payment on the amount paid if payment
            is
            received prior to 1:00 p.m. (Charlotte, North Carolina time) at the place
            of payment (it being understood that the Administrative Agent shall be
            deemed to
            have received a payment prior to 1:00 p.m. (Charlotte, North Carolina time)
            if (x) the Borrower has provided the Administrative Agent with evidence
            satisfactory to the Administrative Agent that the Borrower has initiated
            a wire
            transfer of such payment prior to such time and (y) the Administrative
            Agent
            actually receives such payment on the same Business Day on which such
            wire
            transfer was initiated). If any payment of principal of or interest on
            an
            Advance shall become due on a day which is not a Business Day, such payment
            shall be made on the next succeeding Business Day and, in the case of
            a
            principal payment, such extension of time shall be included in computing
            interest in connection with such payment.
 
 **2.** **16**  **Notification
            of Advances, Interest Rates, Prepayments and Commitment
            Reductions** **.**
 
 Promptly
            after receipt thereof, the Administrative Agent will notify each Lender
            of the
            contents of each Aggregate Commitment reduction notice, Borrowing Notice,
            Conversion/Continuation Notice, and repayment notice received by it hereunder.
            The Administrative Agent will notify each Lender of the interest rate
            applicable
            to each Eurodollar Advance promptly upon determination of such interest
            rate and
            will give each Lender prompt notice of each change in the Alternate Base
            Rate.
            The Administrative Agent will also promptly notify each Lender of any
            increase
            or reduction of the Aggregate Commitments pursuant to the terms
            hereof.
 
 **2.** **17**  **Lending
            Installations** **.**
 
 Each
            Lender may book its Loans at any Lending Installation selected by such
            Lender
            and may change its Lending Installation from time to time. All terms
            of this
            Agreement shall apply to any such Lending Installation and the Loans
            and any
            Notes issued hereunder shall be deemed held by each Lender for the benefit
            of
            such Lending Installation. Each Lender may, by written notice to the
            Administrative Agent and the Borrower in accordance with Article XIII ,
            designate replacement or additional Lending Installations through which
            Loans
            will be made by it and for whose account Loan payments are to be
            made.
 
 **2.** **18**  **Non-Receipt
            of Funds by the Administrative Agent** **.**
 
 Unless
            the Borrower or a Lender, as the case may be, notifies the Administrative
            Agent
            prior to the date on which it is scheduled to make payment to the Administrative
            Agent of (i) in
  21
 
  the
            case
            of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower,
            a
            payment of principal, interest or fees to the Administrative Agent for
            the
            account of the Lenders, that it does not intend to make such payment,
            the
            Administrative Agent may assume that such payment has been made. The
            Administrative Agent may, but shall not be obligated to, make the amount
            of such
            payment available to the intended recipient in reliance upon such assumption.
            If
            such Lender or the Borrower, as the case may be, has not in fact made
            such
            payment to the Administrative Agent, the recipient of such payment shall,
            on
            demand by the Administrative Agent, repay to the Administrative Agent
            the amount
            so made available together with interest thereon in respect of each day
            during
            the period commencing on the date such amount was so made available by
            the
            Administrative Agent until the date the Administrative Agent recovers
            such
            amount at a rate per annum equal to (x) in the case of payment by a Lender,
            the
            Federal Funds Effective Rate for such day or (y) in the case of payment
            by the
            Borrower, the interest rate applicable to the relevant Loan.
 
 **2.** **19**  **Letters
            of Credit** **.**
 
 ( a )  Issuance .
            Each
            Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
            to issue Letters of Credit and to extend, increase, decrease or otherwise
            modify
            Letters of Credit (“Modify,” and each such action a “Modification”) from time to
            time from and including the date of this Agreement and prior to the Facility
            Termination Date upon the request of the Borrower; provided that
            immediately after each such Letter of Credit is issued or Modified, the
            Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
            Commitment.
            No Letter of Credit shall have an expiry date later than the date that
            is five
            days prior to the scheduled Facility Termination Date. All Existing Letters
            of
            Credit shall be deemed to have been issued pursuant hereto, and from
            and after
            the Closing Date shall be subject to and governed by the terms and conditions
            hereof.
 
 ( b )  Participations .
            Upon
            the issuance or Modification by any Issuer of a Letter of Credit in accordance
            with this Section 2.19 ,
            such
            Issuer shall be deemed, without further action by any Person, to have
            unconditionally and irrevocably sold to each Lender, and each Lender
            shall be
            deemed, without further action by any Person, to have unconditionally
            and
            irrevocably purchased from such Issuer, a participation in such Letter
            of Credit
            (and each Modification thereof) and the related Letter of Credit Obligations
            in
            proportion to its Pro Rata Share.
 
 ( c )  Notice .
            Subject
            to Section 2.19(a) ,
            the
            Borrower shall give the applicable Issuer and the Administrative Agent
            notice
            prior to 11:00 a.m. (Charlotte, North Carolina time) at least three
            Business Days (or such lesser period of time as such Issuer may agree
            in its
            sole discretion) prior to the proposed date of issuance or Modification
            of each
            Letter of Credit, specifying the beneficiary, the proposed date of issuance
            (or
            Modification) and the expiry date of such Letter of Credit, and describing
            the
            proposed terms of such Letter of Credit and the nature of the transactions
            proposed to be supported thereby. Upon receipt of such notice, the applicable
            Issuer shall promptly notify the Administrative Agent, and the Administrative
            Agent shall promptly notify each Lender, of the contents thereof and
            of the
            amount of such Lender’s participation in such proposed Letter of Credit. The
            issuance or Modification by an Issuer of any Letter of Credit shall,
            in addition
            to the conditions precedent set forth in Article IV (the
            satisfaction of which such Issuer shall have no duty to ascertain, it
            being
            understood, however, that such Issuer
  22
 
  shall
            not
            issue any Letter of Credit if it has received written notice from the
            Borrower,
            the Administrative Agent or any Lender one day prior to the proposed
            date of
            issuance, that any such condition precedent has not been satisfied),
            be subject
            to the conditions precedent that such Letter of Credit shall be satisfactory
            to
            such Issuer and that the Borrower shall have executed and delivered such
            application agreement and/or such other instruments and agreements relating
            to
            such Letter of Credit as such Issuer shall have reasonably requested
            (each a
“Letter of Credit Application”). In the event of any conflict between the terms
            of this Agreement and the terms of any Letter of Credit Application,
            the terms
            of this Agreement shall control.
 
 ( d )  Letter
            of Credit Fees .
            The
            Borrower shall pay to the Administrative Agent, for the account of the
            Lenders
            ratably in accordance with their respective Pro Rata Shares, with respect
            to
            each Letter of Credit, a letter of credit fee (the “Letter of Credit Fee”) at a
            per annum rate equal to the Letter of Credit Fee Rate in effect from
            time to
            time on the daily maximum amount available under such Letter of Credit,
            such fee
            to be payable in arrears on each Payment Date, on the Facility Termination
            Date
            and, if applicable, thereafter on demand. The Borrower shall also pay
            to each
            Issuer for its own account (x) a fronting fee in the amount agreed to
            by such
            Issuer and the Borrower from time to time, with such fee to be payable
            in
            arrears on each Payment Date, and (y) documentary and processing charges
            in
            connection with the issuance or Modification of and draws under Letters
            of
            Credit in accordance with such Issuer’s standard schedule for such charges as in
            effect from time to time.
 
 ( e )  Administration;
            Reimbursement by Lenders .
            Upon
            receipt from the beneficiary of any Letter of Credit of any demand for
            payment
            under such Letter of Credit, the applicable Issuer shall notify the
            Administrative Agent and the Administrative Agent shall promptly notify
            the
            Borrower and each Lender of the amount to be paid by such Issuer as a
            result of
            such demand and the proposed payment date (the “Letter of Credit Payment Date”).
            The responsibility of any Issuer to the Borrower and each Lender shall
            be only
            to determine that the documents delivered under each Letter of Credit
            issued by
            such Issuer in connection with a demand for payment are in conformity
            in all
            material respects with such Letter of Credit. Each Issuer shall endeavor
            to
            exercise the same care in its issuance and administration of Letters
            of Credit
            as it does with respect to letters of credit in which no participations
            are
            granted, it being understood that in the absence of any gross negligence
            or
            willful misconduct by such Issuer, each Lender shall be unconditionally
            and
            irrevocably obligated, without regard to the occurrence of any Default
            or any
            condition precedent whatsoever, to reimburse such Issuer on demand for
            (i) such
            Lender’s Pro Rata Share of the amount of each payment made by such Issuer under
            each Letter of Credit to the extent such amount is not reimbursed by
            the
            Borrower pursuant to Section 2.19(f) below,
            plus (ii) interest on the foregoing amount, for each day from the date
            of the
            applicable payment by such Issuer to the date on which such Issuer is
            reimbursed
            by such Lender for its Pro Rata Share thereof, at a rate per annum equal
            to the
            Federal Funds Effective Rate or, beginning on third Business Day after
            demand
            for such amount by such Issuer, the rate applicable to Floating Rate
            Advances.
 
 ( f )  Reimbursement
            by Borrower .
            The
            Borrower shall be irrevocably and unconditionally obligated to reimburse
            each
            Issuer through the Administrative Agent on or before the applicable Letter
            of
            Credit Payment Date for any amount to be paid by such Issuer upon any
            drawing
            under any Letter of Credit, without presentment, demand, protest or other
  23
 
  formalities
            of any kind; provided that the
            Borrower shall not be precluded from asserting any claim for direct (but
            not
            consequential) damages suffered by the Borrower which the Borrower proves
            were
            caused by (i) the willful misconduct or gross negligence of such Issuer
            in
            determining whether a request presented under any Letter of Credit complied
            with
            the terms of such Letter of Credit or (ii) such Issuer’s failure to pay under
            any Letter of Credit after the presentation to it of a request strictly
            complying with the terms and conditions of such Letter of Credit. All
            such
            amounts paid by an Issuer and remaining unpaid by the Borrower shall
            bear
            interest, payable on demand, for each day until paid at a rate per annum
            equal
            to the sum of 2% plus the rate applicable to Floating Rate Advances.
            The
            Administrative Agent will pay to each Lender ratably in accordance with
            its Pro
            Rata Share all amounts received by it from the Borrower for application
            in
            payment, in whole or in part, of the Reimbursement Obligation in respect
            of any
            Letter of Credit, but only to the extent such Lender made payment to
            the
            applicable Issuer in respect of such Letter of Credit pursuant to Section 2.19(e) .
 
 ( g )  Obligations
            Absolute .
            The
            Borrower’s obligations under this Section 2.19 shall be
            absolute and unconditional under any and all circumstances and irrespective
            of
            any setoff, counterclaim or defense to payment which the Borrower may
            have or
            have had against any Issuer, any Lender or any beneficiary of a Letter
            of
            Credit. The Borrower further agrees with the Issuers and the Lenders
            that
            neither any Issuer nor any Lender shall be responsible for, and the Borrower’s
            Reimbursement Obligation in respect of any Letter of Credit shall not
            be
            affected by, among other things, the validity or genuineness of documents
            or of
            any endorsements thereon, even if such documents should in fact prove
            to be in
            any or all respects invalid, fraudulent or forged, or any dispute between
            or
            among the Borrower, any of its Affiliates, the beneficiary of any Letter
            of
            Credit or any financing institution or other party to whom any Letter
            of Credit
            may be transferred or any claims or defenses whatsoever of the Borrower
            or of
            any of its Affiliates against the beneficiary of any Letter of Credit
            or any
            such transferee. No Issuer shall be liable for any error, omission, interruption
            or delay in transmission, dispatch or delivery of any message or advice,
            however
            transmitted, in connection with any Letter of Credit. The Borrower agrees
            that
            any action taken or omitted by any Issuer or any Lender under or in connection
            with any Letter of Credit and the related drafts and documents, if done
            without
            gross negligence or willful misconduct, shall be binding upon the Borrower
            and
            shall not put any Issuer or any Lender under any liability to the Borrower.
            Nothing in this Section 2.19(g) is
            intended to limit the right of the Borrower to make a claim against any
            Issuer
            for damages as contemplated by the proviso to the first sentence of Section 2.19(f) .
 
 ( h )  Actions
            of Issuers .
            Each
            Issuer shall be entitled to rely, and shall be fully protected in relying,
            upon
            any Letter of Credit, draft, writing, resolution, notice, consent, certificate,
            affidavit, letter, cablegram, telegram, facsimile, telex or teletype
            message,
            statement, order or other document believed by it to be genuine and correct
            and
            to have been signed, sent or made by the proper Person or Persons, and
            upon
            advice and statements of legal counsel, independent accountants and other
            experts selected by such Issuer. Each Issuer shall be fully justified
            in failing
            or refusing to take any action under this Agreement unless it shall first
            have
            received such advice or concurrence of the Required Lenders as it reasonably
            deems appropriate or it shall first be indemnified to its reasonable
            satisfaction by the Lenders against any and all liability and expense
            which may
            be incurred by it by reason of taking or continuing to take any such
            action.
            Notwithstanding any other provision of this Section 2.19 ,
            each
            Issuer shall in all
  24
 
 cases
            be
            fully protected in acting, or in refraining from acting, under this Agreement
            in
            accordance with a request of the Required Lenders, and such request and
            any
            action taken or failure to act pursuant thereto shall be binding upon
            the
            Lenders and any future holder of a participation in any Letter of Credit
            issued
            by such Issuer.
 
 ( i )  Indemnification .
            The
            Borrower agrees to indemnify and hold harmless each Lender, each Issuer
            and the
            Administrative Agent, and their respective directors, officers, agents
            and
            employees, from and against any and all claims and damages, losses, liabilities,
            costs or expenses which such Person may incur (or which may be claimed
            against
            such Person by any other Person whatsoever) by reason of or in connection
            with
            the issuance, execution and delivery or transfer of or payment or failure
            to pay
            under any Letter of Credit or any actual or proposed use of any Letter
            of
            Credit, including any claims, damages, losses, liabilities, costs or
            expenses
            which any Issuer may incur by reason of or in connection with (i) the
            failure of
            any other Lender to fulfill or comply with its obligations to such Issuer
            hereunder (but nothing herein contained shall affect any right the Borrower
            may
            have against any defaulting Lender) or (ii) by reason of or on account
            of such
            Issuer issuing any Letter of Credit which specifies that the term “Beneficiary”
therein includes any successor by operation of law of the named Beneficiary,
            but
            which Letter of Credit does not require that any drawing by any such
            successor
            Beneficiary be accompanied by a copy of a legal document, satisfactory
            to such
            Issuer, evidencing the appointment of such successor Beneficiary; provided that the
            Borrower shall not be required to indemnify any Person for any claims,
            damages,
            losses, liabilities, costs or expenses to the extent, but only to the
            extent,
            caused by (x) the willful misconduct or gross negligence of any Issuer
            in
            determining whether a request presented under any Letter of Credit issued
            by
            such Issuer complied with the terms of such Letter of Credit or (y) any
            Issuer’s
            failure to pay under any Letter of Credit issued by it after the presentation
            to
            it of a request strictly complying with the terms and conditions of such
            Letter
            of Credit. Nothing in this Section 2.19(i) is
            intended to limit the obligations of the Borrower under any other provision
            of
            this Agreement.
 
 ( j )  Lenders’
            Indemnification .
            Each
            Lender shall, ratably in accordance with its Pro Rata Share, indemnify
            each
            Issuer and its Affiliates and their respective directors, officers, agents
            and
            employees (to the extent not reimbursed by the Borrower) against any
            cost,
            expense (including reasonable counsel fees and charges), claim, demand,
            action,
            loss or liability (except such as result from such indemnitees’ gross negligence
            or willful misconduct or such Issuer’s failure to pay under any Letter of Credit
            issued by it after the presentation to it of a request strictly complying
            with
            the terms and conditions of such Letter of Credit) that such indemnitees
            may
            suffer or incur in connection with this Section 2.19 or any
            action taken or omitted by such indemnitees hereunder.
 
 ( k )  LC
            Collateral Account .
            The
            Borrower agrees that it will establish on the Facility Termination Date
            (or on
            such earlier date as may be required pursuant to Section 8.1 ),
            and
            thereafter maintain so long as any Letter of Credit Obligation remains
            outstanding or any other amount is payable to any Issuer or the Lenders
            in
            respect of any Letter of Credit, a special collateral account pursuant
            to
            arrangements satisfactory to the Administrative Agent (the “LC Collateral
            Account”) at the Administrative Agent’s office at the address specified pursuant
            to Article XIII ,
            in the
            name of the Borrower but under the sole dominion and control of the
            Administrative Agent, for the benefit of the Lenders, and in which the
            Borrower
            shall have no
  25
 
  interest
            other than as set forth in Section 8.1 .
            The
            Borrower hereby pledges, assigns and grants to the Administrative Agent,
            on
            behalf of and for the ratable benefit of the Lenders and the Issuers,
            a security
            interest in all of the Borrower’s right, title and interest in and to all funds
            which may from time to time be on deposit in the LC Collateral Account,
            to
            secure the prompt and complete payment and performance of the Obligations.
            The
            Administrative Agent will invest any funds on deposit from time to time
            in the
            LC Collateral Account in certificates of deposit of Bank of America having
            a
            maturity not exceeding 30 days. If funds are deposited in the LC Collateral
            Account pursuant to Section 2.2(b) and the
            provisions of Section 8.1 are not
            applicable ,
            then
            the Administrative Agent shall release from the LC Collateral Account
            to the
            Borrower, upon the request of the Borrower, an amount equal to
            the excess (if any) of all funds in the LC Collateral Account over the
            Letter of
            Credit Obligations.
  ( l )  Issuers’
            Obligation to Issue Letters of Credit .
            No
            Issuer shall be under any obligation to issue any Letter of Credit
            if:
  ( i )  any
            order, judgment or decree of any Governmental Authority or arbitrator
            shall by
            its terms purport to enjoin or restrain such Issuer from issuing such
            Letter of
            Credit, or any law applicable to such Issuer or any request or directive
            (whether or not having the force of law) from any Governmental Authority
            with
            jurisdiction over such Issuer shall prohibit, or request that such Issuer
            refrain from, the issuance of letters of credit generally or such Letter
            of
            Credit in particular or shall impose upon such Issuer with respect to
            such
            Letter of Credit any restriction, reserve or capital requirement (for
            which such
            Issuer is not otherwise compensated hereunder) not in effect on the Closing
            Date, or shall impose upon such Issuer any unreimbursed loss, cost or
            expense
            which was not applicable on the Closing Date and which such Issuer in
            good faith
            deems material to it;
  ( ii )  the
            issuance of such Letter of Credit would violate one or more policies
            of such
            Issuer applicable to letters of credit generally; or
 
 ( iii )  except
            as
            otherwise agreed by the Administrative Agent and the applicable Issuer,
            such
            Letter of Credit is in an initial stated amount less than $250,000.
 
 ( m )  Rights
            as a Lender .
            In its
            capacity as a Lender, each Issuer shall have the same rights and obligations
            as
            any other Lender.
 
 **2** **.** **20**  **Extension
            of Facility Termination Date** .
 
 ( a )  Request
            for Extension .
            The
            Borrower may by notice to the Administrative Agent (who shall promptly
            notify
            the Lenders) given not more than 60 days and not less than 45 days prior
            to any
            anniversary of the Closing Date, request that each Lender extend the
            Facility
            Termination Date for an additional one year from the then existing Facility
            Termination Date; provided ,
            that
            the Borrower shall only be permitted to exercise this extension option
            two times
            during the term of the Agreement.
 
 ( b )  Lenders
            Election to Extend .
            Each
            Lender, acting in its sole and individual discretion, shall, by notice
            to the
            Administrative Agent given not later than 15 days following the
  26
 
 receipt
            of notice of such request from the Administrative Agent (the “Notice Date”),
            advise the Administrative Agent in writing whether or not such Lender
            agrees to
            such extension (and each Lender that determines not to so extend its
            Facility
            Termination Date (a “Non-Extending Lender”) shall notify the Administrative
            Agent of such fact promptly after such determination (but in any event
            no later
            than the Notice Date) and any Lender that does not so advise the Administrative
            Agent on or before the Notice Date shall be deemed to be a Non-Extending
            Lender.
            The election of any Lender to agree to such extension shall not obligate
            any
            other Lender to so agree.
 
 ( c )  Notification
            by Administrative Agent .
            The
            Administrative Agent shall notify the Borrower of each Lender’s determination
            under this Section no later than the date 15 days after the Notice Date
            (or, if such date is not a Business Day, on the next preceding Business
            Day).
 
 ( d )  Additional
            Commitment Lenders .
            The
            Borrower shall have the right on or before the applicable anniversary
            of the
            Closing Date to replace each Non-Extending Lender with, and add as “Lenders”
under this Agreement in place thereof,
            one or more Eligible Assignees (each, an “Additional Commitment Lender”) as
            provided in Section 12.2 ,
            each of
            which Additional Commitment Lenders shall have entered into an Assignment
            Agreement pursuant to which such Additional Commitment Lender shall,
            undertake,
            a Commitment (and, if any such Additional Commitment Lender is already
            a Lender,
            its Commitment shall be in addition to such Lender’s Commitment hereunder on
            such date) and
            shall be a “Lender” for all purposes of this Agreement .
 
 ( e )  Minimum
            Extension Requirement .
            If all
            of the Lenders agree to any such request for extension of the Facility
            Termination Date then the Facility Termination for all Lenders shall
            be extended
            for the additional one year, as applicable. If there exists any Non-Extending
            Lenders then the Borrower shall (i) withdraw its extension request and
            the
            Facility Termination Date will remain unchanged or (ii) provided that
            the
            Required Lenders (but for the avoidance of doubt, not including any Additional
            Commitment Lenders) have agreed to the extension request (such Lenders
            agreeing
            to such extension, the “Approving Lenders”), then the Borrower may extend the
            Facility Termination Date solely as to the Approving Lenders and the
            Additional
            Commitment Lenders with a reduced amount of Aggregate Commitments during
            such
            extension period equal to the aggregate Commitments of the Approving
            Lenders and
            the Additional Commitment Lenders; it being understood that (A) the Facility
            Termination Date relating to any Non-Extending Lenders not replaced by
            an
            Additional Commitment Lender shall not be extended and the repayment
            of all
            obligations owed to them and the termination of their Commitments shall
            occur on
            the already existing Facility Termination Date and (B) the Facility Termination
            Date relating to the Approving Lenders and the Additional Commitment
            Lenders
            shall be extended for an additional year, as applicable.
 
 ( f )  Conditions
            to Effectiveness of Extensions .
            Notwithstanding the foregoing, any extension of the Facility Termination
            Date
            pursuant to this Section shall not be effective with respect to any Lender
            unless:
 
 ( i )  no
            Default or Unmatured Default shall have occurred and be continuing on
            the date
            of such extension and after giving effect thereto;
  27
 
  ( ii )  the representations and
            warranties contained in Article
            V are true
            and correct on and as of the date of such extension except to the extent
            any
            such representation or warranty is stated to relate solely to an earlier
            date,
            in which case such representation or warranty shall have been true and
            correct
            on and as of such earlier date; and
 
 ( iii )  on
            any
            Facility Termination Date, the Borrower shall prepay any Loans outstanding
            on
            such date (and pay any additional amounts required pursuant to Section 3.4 )
            to the
            extent necessary to keep outstanding Loans ratable with any revised Pro
            Rata
            Shares of the respective Lenders effective as of such date.
 
 **ARTICLE** **III**
 
 **YIELD
              PROTECTION; TAXES**
 
 **3.** **1**  **Yield
              Protection** **.**
 
 If,
              on or
              after the date of this Agreement, the adoption of any law or any governmental
              or
              quasi-governmental rule, regulation, policy, guideline or directive
              (whether or
              not having the force of law), or any change in the interpretation or
              administration thereof by any governmental or quasi-governmental authority,
              central bank or comparable agency charged with the interpretation or
              administration thereof, or compliance by any Lender, any applicable
              Lending
              Installation or any Issuer with any request or directive (whether or
              not having
              the force of law) of any such authority, central bank or comparable
              agency:
 
 ( i )  subjects
              any Lender, any applicable Lending Installation or any Issuer to any
              Taxes, or
              changes the basis of taxation of payments (other than with respect
              to Excluded
              Taxes) to any Lender in respect of its Eurodollar Loans or Letters
              of Credit or
              participations therein, or
 
 ( ii )  imposes
              or increases or deems applicable any reserve, assessment, insurance
              charge,
              special deposit or similar requirement against assets of, deposits
              with or for
              the account of, or credit extended by, any Lender, any applicable Lending
              Installation or any Issuer (other than reserves and assessments taken
              into
              account in determining the interest rate applicable to Eurodollar Advances),
              or
 
 ( iii )  imposes
              any other condition the result of which is to increase the cost to
              any Lender,
              any applicable Lending Installation or any Issuer of making, funding
              or
              maintaining its Eurodollar Loans or of issuing or participating in
              Letters of
              Credit or reduces any amount receivable by any Lender, any applicable
              Lending
              Installation or any Issuer in connection with its Eurodollar Loans
              or Letters of
              Credit, or requires any Lender, any applicable Lending Installation
              or any
              Issuer to make any payment calculated by reference to the amount of
              Eurodollar
              Loans or Letters of Credit held or interest received by it, by an amount
              deemed
              material by such Lender or such Issuer, as the case may be,
  28
  
  and
              the
              result of any of the foregoing is to increase the cost to such Lender,
              the
              applicable Lending Installation or such Issuer of making or maintaining
              its
              Eurodollar Loans, Letters of Credit or Commitment or to reduce the
              return
              received by such Lender, the applicable Lending Installation or such
              Issuer in
              connection with such Eurodollar Loans, Letters of Credit or Commitment,
              then,
              within 15 days of demand by such Lender or such Issuer, the Borrower
              shall pay
              such Lender or such Issuer such additional amount or amounts as will
              compensate
              such Lender or such Issuer for such increased cost or reduction in
              amount
              received.
 
 **3.** **2**  **Changes
              in Capital Adequacy Regulations** **.**
 
 If
              a
              Lender or an Issuer determines the amount of capital required or expected
              to be
              maintained by such Lender, any Lending Installation of such Lender,
              such Issuer
              or any corporation controlling such Lender or such Issuer is increased
              as a
              result of a Change, then, within 15 days of demand by such Lender or
              such
              Issuer, the Borrower shall pay such Lender or such Issuer the amount
              necessary
              to compensate for any shortfall in the rate of return on the portion
              of such
              increased capital which such Lender or such Issuer determines is attributable
              to
              this Agreement, its Outstanding Credit Exposure or its Commitment to
              make Loans
              or to issue or participate in Letters of Credit hereunder (after taking
              into
              account such Lender’s policies as to capital adequacy). “Change” means (i) any
              change after the date of this Agreement in (or in the interpretation
              of) the
              Risk-Based Capital Guidelines or (ii) any adoption of or change in
              (or any
              change in the interpretation of) any other law, governmental or
              quasi-governmental rule, regulation, policy, guideline, interpretation,
              or
              directive (whether or not having the force of law) after the date of
              this
              Agreement which affects the amount of capital required or expected
              to be
              maintained by any Lender, any Lending Installation, any Issuer or any
              corporation controlling any Lender or any Issuer. “Risk-Based Capital
              Guidelines” means (x) the risk-based capital guidelines in effect in the United
              States on the date of this Agreement, including transition rules, and
              (y) the
              corresponding capital regulations promulgated by regulatory authorities
              outside
              the United States implementing the July 1988 report of the Basle Committee
              on Banking Regulation and Supervisory Practices Entitled “International
              Convergence of Capital Measurements and Capital Standards,” including transition
              rules, and any amendments to such regulations adopted prior to the
              date of this
              Agreement.
 
 **3.** **3**  **Availability
              of Types of Advances** **.**
 
 If
              (i)
              any Lender determines that maintenance of its Eurodollar Loans at a
              suitable
              Lending Installation would violate any applicable law, rule, regulation,
              or
              directive, whether or not having the force of law, (ii) the Required
              Lenders
              determine that (a) deposits of a type and maturity appropriate to match
              fund
              Eurodollar Advances are not available or (b) the interest rate applicable
              to a
              Type of Advance does not accurately reflect the cost of making or maintaining
              such Advance or (iii) the Administrative Agent determines that adequate
              and
              reasonable means do not exist for determining the Eurodollar Base Rate,
              then the
              Administrative Agent shall suspend the availability of the affected
              Type of
              Advance and, in the case of clause (i) ,
              require
              any affected Eurodollar Advances to be repaid or converted to Floating
              Rate
              Advances, subject to the payment of any funding indemnification amounts
              required
              by Section 3.4 .
 29
 
  **3.** **4**  **Funding
              Indemnification** **.**
 
 If
              any
              conversion, prepayment or payment of a Eurodollar Advance occurs on
              a date which
              is not the last day of the applicable Interest Period, whether because
              of
              acceleration, prepayment or otherwise, or a Eurodollar Advance is not
              made,
              paid, continued or converted on the date or in the amount specified
              by the
              Borrower for any reason other than default by the Lenders, the Borrower
              will
              indemnify each Lender for any loss or cost incurred by it resulting
              therefrom,
              including any loss or cost in liquidating or employing deposits acquired
              to fund
              or maintain such Eurodollar Advance.
 
 **3.** **5**  **Taxes** **.**
 
 ( i )  All
              payments by the Borrower to or for the account of any Lender, any Issuer
              or the
              Administrative Agent hereunder or under any Note shall be made free
              and clear of
              and without deduction for any and all Taxes. If the Borrower shall
              be required
              by law to deduct any Taxes from or in respect of any sum payable hereunder
              to
              any Lender, any Issuer or the Administrative Agent, (a) the sum payable
              shall be
              increased as necessary so that after making all required deductions
              (including
              deductions applicable to additional sums payable under this Section 3.5 )
              such
              Lender, such Issuer or the Administrative Agent (as the case may be)
              receives an
              amount equal to the sum it would have received had no such deductions
              been made,
              (b) the Borrower shall make such deductions, (c) the Borrower shall
              pay the full
              amount deducted to the relevant authority in accordance with applicable
              law and
              (d) the Borrower shall furnish to the Administrative Agent the original
              copy of
              a receipt evidencing payment thereof within 30 days after such payment
              is
              made.
 
 ( ii )  In
              addition, the Borrower hereby agrees to pay any present or future stamp
              or
              documentary taxes and any other excise or property taxes, charges or
              similar
              levies which arise from any payment made hereunder or under any Note
              or Letter
              of Credit Application or from the execution or delivery of, or otherwise
              with
              respect to, this Agreement, any Note or any Letter of Credit Application
              (“Other
              Taxes”).
 
 ( iii )  The
              Borrower hereby agrees to indemnify the Administrative Agent, each
              Lender and
              each Issuer for the full amount of Taxes or Other Taxes (including
              any Taxes or
              Other Taxes imposed on amounts payable under this Section 3.5 )
              paid by
              the Administrative Agent, such Lender or such Issuer and any liability
              (including penalties, interest and expenses) arising therefrom or with
              respect
              thereto. Payments due under this indemnification shall be made within
              30 days of
              the date the Administrative Agent, such Lender or such Issuer makes
              demand
              therefor pursuant to Section 3.6 .
 
 ( iv )  Each
              Lender that is not incorporated under the laws of the United States
              of America
              or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not less than
              ten Business Days after the date of this Agreement (or, if later, the
              date it
              becomes a party hereto), (i) deliver to each of the Borrower and the
              Administrative Agent two duly completed copies of United States Internal
              Revenue
              Service Form W-8BEN or W-8ECI, certifying in either case that such Lender
              is entitled to receive payments under this Agreement without deduction
              or
              withholding of any United States federal income taxes, and (ii) deliver
              to each
              of the Borrower
  30
 
  and
              the
              Administrative Agent a United States Internal Revenue Form W-8BEN or W-9,
              as the case may be, and certify that it is entitled to an exemption
              from United
              States backup withholding tax. Each Non-U.S. Lender further undertakes
              to
              deliver to each of the Borrower and the Administrative Agent (x) renewals
              or
              additional copies of such form (or any successor form) on or before
              the date
              that such form expires or becomes obsolete, and (y) after the occurrence
              of any
              event requiring a change in the most recent forms so delivered by it,
              such
              additional forms or amendments thereto as may be reasonably requested
              by the
              Borrower or the Administrative Agent. All forms or amendments described
              in the
              preceding sentence shall certify that such Lender is entitled to receive
              payments under this Agreement without deduction or withholding of any
              United
              States federal income taxes, unless an event (including any change
              in treaty,
              law or regulation) has occurred prior to the date on which any such
              delivery
              would otherwise be required which renders all such forms inapplicable
              or which
              would prevent such Lender from duly completing and delivering any such
              form or
              amendment with respect to it and such Lender advises the Borrower and
              the
              Administrative Agent that it is not capable of receiving payments without
              any
              deduction or withholding of United States federal income tax.
 
 ( v )  For
              any
              period during which a Non-U.S. Lender has failed to provide the Borrower
              with an
              appropriate form pursuant to clause (iv) above
              (unless such failure is due to a change in treaty, law or regulation,
              or any
              change in the interpretation or administration thereof by any governmental
              authority, occurring subsequent to the date on which a form originally
              was
              required to be provided), such Non-U.S. Lender shall not be entitled
              to
              indemnification under this Section 3.5 with
              respect to Taxes imposed by the United States; provided that,
              should a Non-U.S. Lender which is otherwise exempt from or subject
              to a reduced
              rate of withholding tax become subject to Taxes because of its failure
              to
              deliver a form required under clause (iv) above,
              the Borrower shall take such steps as such Non-U.S. Lender shall reasonably
              request to assist such Non-U.S. Lender to recover such Taxes.
 
 ( vi )  Any
              Lender that is entitled to an exemption from or reduction of withholding
              tax
              with respect to payments under this Agreement or any Note pursuant
              to the law of
              any relevant jurisdiction or any treaty shall deliver to the Borrower
              (with a
              copy to the Administrative Agent), at the time or times prescribed
              by applicable
              law, such properly completed and executed documentation prescribed
              by applicable
              law as will permit such payments to be made without withholding or
              at a reduced
              rate.
 
 **3.** **6**  **Lender
              Statements; Survival of Indemnity** **.**
 
 To
              the
              extent reasonably possible and upon the request of the Borrower, each
              Lender
              shall designate an alternate Lending Installation with respect to its
              Eurodollar
              Loans to reduce any liability of the Borrower to such Lender under Sections 3.1 , 3.2 and 3.5 or to
              avoid the unavailability of Eurodollar Advances under Section 3.3 ,
              so long
              as such designation is not, in the judgment of such Lender, disadvantageous
              to
              such Lender. Each Lender or each Issuer, as applicable, shall deliver
              a written
              statement of such Lender or such Issuer to the Borrower (with a copy
              to the
              Administrative Agent) as to any amount due under Section 3.1 , 3.2 , 3.4 or 3.5 .
              Such
              written statement shall set forth in reasonable detail the calculations
              upon
              which such Lender or such Issuer determined such amount and shall be
              final,
              conclusive and binding on the Borrower in the absence of manifest error.
              Determination of amounts payable under such
  31
 
  Sections in
              connection with a Eurodollar Loan shall be calculated as though each
              Lender
              funded its Eurodollar Loan through the purchase of a deposit of the
              type and
              maturity corresponding to the deposit used as a reference in determining
              the
              Eurodollar Rate applicable to such Loan, whether in fact that is the
              case or
              not. Unless otherwise provided herein, the amount specified in the
              written
              statement of any Lender or any Issuer shall be payable on demand after
              receipt
              by the Borrower of such written statement. The obligations of the Borrower
              under Sections 3.1 , 3.2 , 3.4 and 3.5 shall
              survive payment of the Obligations and termination of this
              Agreement.
 
 **ARTICLE** **IV**
 
 **CONDITIONS
                PRECEDENT**
 
 **4.** **1**  **Initial
                Credit Extension** **.**
 
 The
                Lenders and the Issuers shall not be required to make the initial
                Credit
                Extension hereunder until the Borrower has furnished the Administrative
                Agent
                with (a) all fees required to be paid to the Lenders on the date
                hereof, (b)
                evidence that, prior to or concurrently with the initial Credit Extension
                hereunder, all obligations under the Existing Credit Facility have
                been paid in
                full and all commitments to lend thereunder have been terminated
                and (c) all of
                the following, in form and substance satisfactory to each Agent and
                each Lender,
                and in sufficient copies for each Lender:
 
 ( i )  Copies
                of
                the articles or certificate of incorporation of the Borrower, together
                with all
                amendments, certified by the Secretary or an Assistant Secretary
                of the
                Borrower, and a certificate of good standing, certified by the appropriate
                governmental officer in its jurisdiction of incorporation, as well
                as any other
                information that any Lender may request that is required by Section 326 of
                the USA PATRIOT ACT or necessary for the Administrative Agent or
                any Lender to
                verify the identity of the Borrower as required by Section 326 of the USA
                PATRIOT ACT.
 
 ( ii )  Copies,
                certified by the Secretary or an Assistant Secretary of the Borrower,
                of its
                by-laws and of its Board of Directors’ resolutions and of resolutions or actions
                of any other body authorizing the execution of the Loan Documents
                to which the
                Borrower is a party.
 
 ( iii )  An
                incumbency certificate, executed by the Secretary or an Assistant
                Secretary of
                the Borrower, which shall identify by name and title and bear the
                signatures of
                the Authorized Officers and any other officers of the Borrower authorized
                to
                sign the Loan Documents to which the Borrower is a party, upon which
                certificate
                the Administrative Agent and the Lenders shall be entitled to rely
                until
                informed of any change in writing by the Borrower.
 
 ( iv )  A
                certificate, signed by the Chief Accounting Officer or the Chief
                Financial
                Officer of the Borrower, stating that on the initial Borrowing Date
                no Default
                or Unmatured Default has occurred and is continuing.
 32
  
  ( v )  A
                written
                opinion of the Borrower’s counsel, addressed to the Administrative Agent and the
                Lenders in a form reasonably satisfactory to the Administrative Agent
                and its
                counsel.
 
 ( vi )  Executed
                counterparts of this Agreement executed by the Borrower and each
                Lender.
 
 ( vii )  Any
                Notes
                requested by a Lender pursuant to Section 2.13 payable
                to the order of each such requesting Lender.
 
 ( viii )  If
                the
                initial Credit Extension will be the issuance of a Letter of Credit,
                a properly
                completed Letter of Credit Application.
 
 ( ix )  Evidence
                of the effectiveness of the KCPL Credit Agreement, having terms substantially
                similar to the terms hereof.
 
 ( x )  Written
                money transfer instructions, in substantially the form of Exhibit C ,
                addressed to the Administrative Agent and signed by an Authorized
                Officer who
                has executed and delivered an incumbency certificate in accordance
                with the
                terms hereof, together with such other related money transfer authorizations
                as
                the Administrative Agent may have reasonably requested.
 
 ( xi )  Such
                other documents as any Lender or its counsel may have reasonably
                requested.
 
 **4.** **2**  **Each
                Credit Extension** **.**
 
 The
                Lenders shall not be required to make any Credit Extension (other
                than a Credit
                Extension that, after giving effect thereto and to the application
                of the
                proceeds thereof, does not increase the aggregate amount of outstanding
                Credit
                Extensions) or increase its Commitment pursuant to any Re-Transfer,
                unless on
                the date of such Credit Extension or Re-Transfer:
 
 ( i )  No
                Default or Unmatured Default exists or would result from such Credit
                Extension.
 
 ( ii )  The
                representations and warranties contained in Article V are true
                and correct as of the date of such Credit Extension except to the
                extent any
                such representation or warranty is stated to relate solely to an
                earlier date,
                in which case such representation or warranty shall have been true
                and correct
                on and as of such earlier date; provided that
                this clause (ii) shall
                not apply to the representations and warranties set forth in Section 5.5 (as it
                relates to clause (i) or (ii) of the
                definition of “Material Adverse Effect”), clause (a) of the
                first sentence of Section 5.7 and the
                second sentence of Section 5.7 with
                respect to any borrowing hereunder which is not part of the Initial
                Credit
                Extension.
  33
 
  Each
                delivery of a Borrowing Notice and each request for the issuance
                of a Letter of
                Credit shall constitute a representation and warranty by the Borrower
                that the
                conditions contained in Sections 4.2(i) and (ii) have
                been satisfied. Any Lender may require delivery of a duly completed
                compliance
                certificate in substantially the form of Exhibit A as a
                condition to making a Credit Extension.
 
  **ARTICLE** **V**
 
 **REPRESENTATIONS
                AND WARRANTIES**
 
 The
                Borrower represents and warrants to the Lenders that:
 
 **5.** **1**  **Existence
                and Standing** **.**
 
 Each
                of
                the Borrower and its Significant Subsidiaries is a corporation, partnership
                (in
                the case of Subsidiaries only) or limited liability company duly
                and properly
                incorporated or organized, as the case may be, validly existing and
                (to the
                extent such concept applies to such entity) in good standing under
                the laws of
                its jurisdiction of incorporation or organization and has all requisite
                authority to conduct its business in each jurisdiction in which its
                business is
                conducted.
 
 **5.** **2**  **Authorization
                and Validity** **.**
 
 The
                Borrower has the power and authority and legal right to execute and
                deliver the
                Loan Documents and to perform its obligations thereunder. The execution
                and
                delivery by the Borrower of the Loan Documents and the performance
                of its
                obligations thereunder have been duly authorized by proper corporate
                proceedings, and the Loan Documents constitute legal, valid and binding
                obligations of the Borrower enforceable against the Borrower in accordance
                with
                their terms, except as enforceability may be limited by bankruptcy,
                insolvency
                or similar laws affecting the enforcement of creditors’ rights
                generally.
 
 **5.** **3**  **No
                Conflict; Government Consent** **.**
 
 Neither
                the execution and delivery by the Borrower of the Loan Documents,
                nor the
                consummation of the transactions therein contemplated, nor compliance
                with the
                provisions thereof will violate (i) any law, rule, regulation, order,
                writ,
                judgment, injunction, decree or award binding on the Borrower or
                (ii) the
                Borrower’s articles or certificate of incorporation or by-laws or (iii) the
                provisions of any indenture, instrument or agreement to which the
                Borrower is a
                party or is subject, or by which it, or its Property, is bound, or
                conflict with
                or constitute a default thereunder, or result in, or require, the
                creation or
                imposition of any Lien in, of or on the Property of the Borrower
                pursuant to the
                terms of any such indenture, instrument or agreement. No order, consent,
                adjudication, approval, license, authorization, or validation of,
                or filing,
                recording or registration with, or exemption by, or other action
                in respect of
                any governmental or public body or authority, or any subdivision
                thereof, which
                has not been obtained by the Borrower, is required to be obtained
                by the
                Borrower in connection with the execution and
  34
 
  delivery
                of the Loan Documents, the borrowings under this Agreement, the payment
                and
                performance by the Borrower of the Obligations or the legality, validity,
                binding effect or enforceability of any of the Loan Documents.
 
 **5.** **4**  **Financial
                Statements** **.**
 
 The
                June
                30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006
                consolidated financial statements of the Borrower and its Subsidiaries
                heretofore delivered to the Lenders were prepared in accordance with
                GAAP and
                fairly present the consolidated financial condition and operations
                of the
                Borrower and its Subsidiaries at such dates and the consolidated
                results of
                their operations for the periods then ended subject, in the case
                of the
                June 30, 2005, September 30, 2005 and March 31, 2006 financial statements,
                to normal year-end adjustments.
 
 **5.** **5**  **Material
                Adverse Change** **.**
 
 Since
                December 31, 2005, there has been no change in the business, Property,
                prospects, condition (financial or otherwise) or results of operations
                of the
                Borrower and its Subsidiaries which could reasonably be expected
                to have a
                Material Adverse Effect, it being understood that the divestiture
                of KLT Gas
                Inc. and its Subsidiaries will be deemed not to have a Material Adverse
                Effect.
 
 **5.** **6**  **Taxes** **.**
 
 The
                Borrower and its Significant Subsidiaries have filed all United States
                federal
                tax returns and all other material tax returns which are required
                to be filed
                and have paid all taxes due and payable pursuant to said returns
                or pursuant to
                any assessment received by the Borrower or any of its Significant
                Subsidiaries,
                except such taxes, if any, as are being contested in good faith and
                as to which
                adequate reserves have been provided in accordance with GAAP and
                as to which no
                Lien exists. No tax liens have been filed and no material claims
                are being
                asserted against the Borrower or any Significant Subsidiary with
                respect to any
                such taxes. The charges, accruals and reserves on the books of the
                Borrower and
                its Significant Subsidiaries in respect of any taxes or other governmental
                charges are adequate.
 
 **5.** **7**  **Litigation;
                etc** **.**
 
 Except
                as
                set forth in the Borrower’s ‘34 Act Reports, there is no litigation,
                arbitration, governmental investigation, proceeding or inquiry pending
                or, to
                the knowledge of any of their officers, threatened against or affecting
                the
                Borrower or any of its Subsidiaries which (a) could reasonably be
                expected to
                have a Material Adverse Effect or (b) seeks to prevent, enjoin or
                delay the
                making of any Credit Extension. Other than any liability incident
                to any
                litigation, arbitration or proceeding which could not reasonably
                be expected to
                have a Material Adverse Effect, the Borrower has no material contingent
                obligations not provided for or disclosed in the financial statements
                referred
                to in Section 5.4 .
  35
 
  **5.** **8**  **ERISA** **.**
 
 The
                Borrower and each other member of the Controlled Group has fulfilled
                its
                obligations under the minimum funding standards of ERISA and the
                Code with
                respect to each Plan and is in compliance with the presently applicable
                provisions of ERISA and the Code with respect to each Plan, except
                to the extent
                that noncompliance, individually or in the aggregate, has not resulted
                in and
                could not reasonably be expected to result in a Material Adverse
                Effect. Neither
                the Borrower nor any other member of the Controlled Group has (i)
                sought a
                waiver of the minimum funding standard under Section 412 of the Code in
                respect of any Plan, (ii) failed to make any required contribution
                or payment to
                any Plan or Multiemployer Plan, or made any amendment to any Plan
                which has
                resulted or could result in the imposition of a Lien or the posting
                of a bond or
                other security under ERISA or the Code or (iii) incurred any liability
                under
                Title IV of ERISA other than a liability to the PBGC for premiums under
                Section 4007 of ERISA.
 
 **5.** **9**  **Accuracy
                of Information** **.**
 
 No
                information, exhibit or report furnished by the Borrower or any of
                its
                Subsidiaries to the Administrative Agent or to any Lender in connection
                with the
                negotiation of, or compliance with, the Loan Documents contained
                any material
                misstatement of fact or omitted to state a material fact or any fact
                necessary
                to make the statements contained therein not misleading.
 
 **5.** **10**  **Regulation U** **.**
 
 The
                Borrower is not engaged and will not engage, principally or as one
                of its
                important activities, in the business of purchasing or carrying margin
                stock (as
                defined in Regulation U), or extending credit for the purpose of purchasing
                or carrying margin stock. Margin stock constitutes less than 25%
                of the value of
                those assets of the Borrower and its Subsidiaries which are subject
                to any
                limitation on sale, pledge or other restriction hereunder.
 
 **5.** **11**  **Material
                Agreements** **.**
 
 Neither
                the Borrower nor any Subsidiary is a party to any agreement or instrument
                or
                subject to any charter or other corporate restriction which is reasonably
                likely
                to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary
                is in
                default in the performance, observance or fulfillment of any of the
                obligations,
                covenants or conditions contained in any agreement to which it is
                a party, which
                default could reasonably be expected to have a Material Adverse
                Effect.
 
 **5.** **12**  **Compliance
                With Laws** **.**
 
 The
                Borrower and its Subsidiaries have complied with all applicable statutes,
                rules,
                regulations, orders and restrictions of any domestic or foreign government
                or
                any instrumentality or agency thereof having jurisdiction over the
                conduct of
                their respective businesses or the ownership of their respective
                Property except
                for any failure to comply with any of the foregoing which could not
                reasonably
                be expected to have a Material Adverse Effect.
  36
 
  **5.** **13**  **Ownership
                of Properties** **.**
 
 On
                the
                date of this Agreement, the Borrower and its Significant Subsidiaries
                will have
                good title, free of all Liens other than those permitted by Section 6.12 ,
                to all
                of the Property and assets reflected in the Borrower’s most recent consolidated
                financial statements provided to the Administrative Agent as owned
                by the
                Borrower and its Subsidiaries.
 
 **5.** **14**  **Plan
                Assets; Prohibited Transactions** **.**
 
 To
                the
                Borrower’s knowledge, the Borrower is not an entity deemed to hold “plan assets”
within the meaning of 29 C.F.R. § 2510.3-101 of another entity’s
                employee benefit plan (as defined in Section 3(3) of ERISA) which is
                subject to Title I of ERISA or any plan (within the meaning of
                Section 4975 of the Code), and neither the execution of this Agreement nor
                the making of Loans hereunder gives rise to a prohibited transaction
                within the
                meaning of Section 406 of ERISA or Section 4975 of the
                Code.
 
 **5.** **15**  **Environmental
                Matters** **.**
 
 Except
                as
                set forth in the Borrower’s ‘34 Act Reports, there are no known risks and
                liabilities accruing to the Borrower or any of its Subsidiaries due
                to
                Environmental Laws that could reasonably be expected to have a Material
                Adverse
                Effect.
 
 **5.** **16**  **Investment
                Company Act** **.**
 
 Neither
                the Borrower nor any Subsidiary is or is required to be registered
                as an
“investment company” within the meaning of the Investment Company Act of 1940,
                as amended.
 
 **5.** **17**  **Pari
                Passu Indebtedness** **.**
 
 The
                Indebtedness under the Loan Documents ranks at least pari  passu with all
                other unsecured Indebtedness of the Borrower.
 
 **5.** **18**  **Solvency** **.**
 
 As
                of the
                date hereof and after giving effect to the consummation of the transactions
                contemplated by the Loan Documents, the Borrower and each Significant
                Subsidiary
                is solvent. For purposes of the preceding sentence, solvent means
                (a) the fair
                saleable value (on a going concern basis) of the Borrower’s assets or a
                Significant Subsidiary’s assets, as applicable, exceed its liabilities,
                contingent or otherwise, fairly valued, (b) such Person will be able
                to pay its
                debts as they become due and (c) such Person will not be left with
                unreasonably
                small capital as is necessary to satisfy all of its current and reasonably
                anticipated obligations giving due consideration to the prevailing
                practice in
                the industry in which such Person is engaged. In computing the amount
                of
                contingent liabilities at any time, it is intended that such liabilities
                will be
                computed at the amount which, in light of all the facts and circumstances
                existing at such
  37
 
  time,
                represents the amount that can reasonably be expected to become an
                actual or
                matured liability. The Borrower is not entering into the Loan Documents
                with the
                actual intent to hinder, delay or defraud its current or future creditors,
                nor
                does the Borrower intend to or believe that it will incur, as a result
                of
                entering into this Agreement and the other Loan Documents, debts
                beyond its
                ability to repay.
   **ARTICLE** **VI**
 **COVENANTS**
 
 During
                  the term of this Agreement, unless the Required Lenders shall otherwise
                  consent
                  in writing:
 
 **6.** **1**  **Financial
                  Reporting** **.**
 
 The
                  Borrower will maintain, for itself and each Subsidiary, a system
                  of accounting
                  established and administered in accordance with generally accepted
                  accounting
                  principles, and furnish to the Lenders:
 
 ( i )  Within
                  90
                  days after the close of each of its fiscal years, an unqualified
                  audit report
                  certified by an independent registered public accounting firm which
                  is a member
                  of the “Big Four,” prepared in accordance with GAAP on a consolidated basis for
                  itself and its Consolidated Subsidiaries, including balance sheets
                  as of the end
                  of such period and related statements of income, common shareholders’ equity and
                  cash flows, accompanied by any management letter prepared by said
                  accountants.
 
 ( ii )  Within
                  45
                  days after the close of the first three quarterly periods of each
                  of its fiscal
                  years, for itself and its Consolidated Subsidiaries, either (a)
                  consolidated and
                  consolidating unaudited balance sheets as at the close of each
                  such period and
                  consolidated and consolidating profit and loss and reconciliation
                  of surplus
                  statements and a statement of cash flows for the period from the
                  beginning of
                  such fiscal year to the end of such quarter, all certified by its
                  Chief
                  Accounting Officer or Chief Financial Officer or (b) if the Borrower
                  is then a
“registrant” within the meaning of Rule 1-01 of Regulation S-X of the
                  SEC and required to file a report on Form 10-Q with the SEC, a copy of the
                  Borrower’s report on Form 10-Q for such quarterly period.
 
 ( iii )  Together
                  with the financial statements required under Sections 6.1(i) and (ii) ,
                  a
                  compliance certificate in substantially the form of Exhibit A signed
                  by its Chief Accounting Officer or Chief
   Financial
                  Officer setting forth calculations of the financial covenants contained
                  in Section 6 and
                  stating that no Default or Unmatured Default exists, or if any
                  Default or
                  Unmatured Default exists, stating the nature and status thereof.
 
 ( iv )  As
                  soon
                  as possible and in any event within 10 days after the Borrower
                  or any member of
                  the Controlled Group knows that any Reportable Event has occurred
                  with respect
                  to any Plan, a statement, signed by the Chief Accounting Officer
                  or Chief
  38
 
  Financial
                  Officer of the Borrower, describing said Reportable Event and the
                  action which
                  the Borrower or member of the Controlled Group proposes to take
                  with respect
                  thereto.
 
 ( v )  As
                  soon
                  as possible and in any event within two days after receipt of notice
                  by the
                  Borrower or any member of the Controlled Group of the PBGC’s intention to
                  terminate any Plan or to have a trustee appointed to administer
                  any Plan, a copy
                  of such notice.
 
 ( vi )  Promptly
                  upon the furnishing thereof to the shareholders of the Borrower,
                  copies of all
                  financial statements, reports and proxy statements so furnished.
 
 ( vii )  Promptly
                  upon the filing thereof, copies of all registration statements
                  and annual,
                  quarterly, monthly or other regular reports which the Borrower
                  files with the
                  SEC.
 
 ( viii )  As
                  soon
                  as possible, and in any event within three days after an Authorized
                  Officer of
                  the Borrower shall have knowledge thereof, notice of any change
                  by Moody’s or
                  S&P in the senior unsecured debt rating of the Borrower.
 
 ( ix )  Such
                  other information (including non-financial information) as the
                  Administrative
                  Agent or any Lender may from time to time reasonably request.
 
 The
                  statements and reports required to be furnished by the Borrower
                  pursuant to clauses
                  (ii) , (vi) and (vii) above
                  shall be deemed furnished for such purpose upon becoming publicly
                  available on
                  the SEC’s EDGAR web page.
 
 The
                  Borrower hereby acknowledges that (a) the Administrative Agent
                  and/or BAS will
                  make available to the Lenders and Issuers materials and/or information
                  provided
                  by or on behalf of the Borrower hereunder (collectively, “ Borrower
                  Materials ”)
                  by
                  posting the Borrower Materials on IntraLinks or another similar
                  electronic
                  system (the “ Platform ”)
                  and
                  (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
                  not wish to receive material non-public information with respect
                  to the Borrower
                  or its securities) (each, a “ Public
                  Lender ”).
                  The
                  Borrower hereby agrees that (w) all Borrower Materials that are
                  to be made
                  available to Public Lenders shall be clearly and conspicuously
                  marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
                  on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
                  Borrower shall be deemed to have authorized the Agents, the Arrangers,
                  the
                  Issuers and the Lenders to treat such Borrower Materials as not
                  containing any
                  material non-public information with respect to the Borrower or
                  its securities
                  for purposes of United States Federal and state securities laws
                  ( provided , however ,
                  that to
                  the extent such Borrower Materials constitute Specified Information,
                  they shall
                  be treated as set forth in Section 9.11(a) );
                  (y)
                  all Borrower Materials marked “PUBLIC” are permitted to be made available
                  through a portion of the Platform designated “Public Investor;” and (z) the
                  Administrative Agent and BAS shall be entitled to treat any Borrower
                  Materials
                  that are not marked “PUBLIC” as being suitable only for posting on a portion of
                  the Platform not designated “Public Investor.” Notwithstanding the foregoing,
                  the Borrower shall be under no obligation to mark any Borrower
                  Materials
“PUBLIC.”
  39
  
  **6.** **2**  **Permits,
                  Etc** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, take
                  all
                  reasonable action to maintain all rights, privileges, permits,
                  licenses and
                  franchises necessary or desirable in the normal conduct of its
                  business, except
                  to the extent failure to do so could not reasonably be expected
                  to have a
                  Material Adverse Effect; and preserve or renew all of its registered
                  patents,
                  trademarks, trade names and service marks, the non-preservation
                  of which could
                  reasonably be expected to have a Material Adverse Effect.
 
 **6.** **3**  **Use
                  of Proceeds** **.**
 
 The
                  Borrower will use the proceeds of the Credit Extensions (i) to
                  repay the
                  Existing Credit Facility and (ii) for the general corporate and
                  working capital
                  purposes of the Borrower and its Subsidiaries, including support
                  for the
                  Borrower’s commercial paper. The Borrower will not use any of the proceeds
                  of
                  the Credit Extensions to purchase or carry any margin stock (as
                  defined in
                  Regulation U) or to extend credit for the purpose of purchasing or carrying
                  margin stock; provided that the
                  Borrower may repurchase its own stock or Equity-Linked Securities
                  (or components
                  thereof) so long as such stock or Equity-Linked Securities are
                  immediately
                  retired. The Borrower will not permit margin stock to constitute
                  25% or more of
                  the value of those assets of the Borrower and its Subsidiaries
                  which are subject
                  to any limitation on sale, pledge or other restriction hereunder.
 
 **6.** **4**  **Notice
                  of Default** **.**
 
 The
                  Borrower will, and will cause each Subsidiary to, give prompt notice
                  in writing
                  to the Administrative Agent and the Lenders of the occurrence of
                  any Default or
                  Unmatured Default and of any other development, financial or otherwise,
                  which
                  could reasonably be expected to have a Material Adverse Effect.
 
 **6.** **5**  **Conduct
                  of Business** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, carry
                  on and
                  conduct its business in substantially the same manner and in substantially
                  the
                  same fields of enterprise as it is presently conducted and do all
                  things
                  necessary to remain duly incorporated or organized, validly existing
                  and (to the
                  extent such concept applies to such entity) in good standing as
                  a domestic
                  corporation, partnership or limited liability company in its jurisdiction
                  of
                  incorporation or organization, as the case may be, and maintain
                  all requisite
                  authority to conduct its business in each jurisdiction in which
                  its business is
                  conducted.
 
 **6.** **6**  **Taxes** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, timely
                  file United
                  States federal and applicable foreign, state and local tax returns
                  required by
                  law and pay when due all taxes, assessments and governmental charges
                  and levies
                  upon it or its income, profits or
  40
 
  Property,
                  except those which are being contested in good faith by appropriate
                  proceedings
                  and with respect to which adequate reserves have been set aside
                  in accordance
                  with GAAP.
 
 **6.** **7**  **Insurance** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, maintain
                  with
                  financially sound and reputable insurance companies that are not
                  Affiliates of
                  the Borrower or its Subsidiaries (other than any captive insurance
                  company)
                  insurance on all their Properties and business against loss or
                  damage of the
                  kinds customarily insured against by Persons engaged in the same
                  or similar
                  business, of such types and in such amounts as are customarily
                  carried under
                  similar circumstances by such other Persons, and the Borrower will
                  furnish to
                  any Lender upon request full information as to the insurance carried.
                  Such
                  insurance may be subject to co-insurance, deductibility or similar
                  clauses
                  which, in effect, result in self-insurance of certain losses; provided that
                  such self-insurance is in accord with the customary industry practices
                  for
                  Persons in the same or similar businesses and adequate insurance
                  reserves are
                  maintained in connection with such self-insurance to the extent
                  required by
                  GAAP.
 
 **6.** **8**  **Compliance
                  with Laws** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, comply
                  with all
                  laws, rules, regulations, orders, writs, judgments, injunctions,
                  decrees or
                  awards to which it may be subject including all Environmental Laws,
                  the failure
                  to comply with which could reasonably be expected to have a Material
                  Adverse
                  Effect.
 
 **6.** **9**  **Maintenance
                  of Properties; Books of Record** **.**
 
 The
                  Borrower will, and will cause each Significant Subsidiary to, (i)
                  do all things
                  necessary to maintain, preserve, protect and keep its Property
                  in good repair,
                  working order and condition, and make all necessary and proper
                  repairs, renewals
                  and replacements so that its business carried on in connection
                  therewith may be
                  properly conducted at all times and (ii) keep proper books of record
                  and
                  account, in which full and correct entries shall be made of all
                  material
                  financial transactions and the assets and business of the Borrower
                  and each
                  Significant Subsidiary in accordance with GAAP; provided that
                  nothing in this Section shall prevent the Borrower or any Significant
                  Subsidiary from discontinuing the operation or maintenance of any
                  of its
                  Property or equipment if such discontinuance is, in the judgment
                  of such Person,
                  desirable in the conduct of its business.
 
 **6.** **10**  **Inspection** **.**
 
 The
                  Borrower will, and if a Default or Unmatured Default exists, will
                  cause each
                  Subsidiary to, permit the Administrative Agent and the Lenders,
                  by their
                  respective representatives and agents, to inspect any of the Property,
                  books and
                  financial records of such Person, to examine and make copies of
                  the books of
                  accounts and other financial records of such Person, and to discuss
                  the affairs,
                  finances and accounts of such Person with, and to be advised as
                  to the same by,
                  such Person’s officers at such reasonable times and intervals as the
                  Administrative Agent or any Lender may designate. After the occurrence
                  and
                  during the
  41
 
  continuance
                  of a Default, any such inspection shall be at the Borrower’s expense; at all
                  other times, the Borrower shall not be liable to pay the expenses
                  of the
                  Administrative Agent or any Lender in connection with such
                  inspections.
 
 **6.** **11**  **Consolidations,
                  Mergers and Sale of Assets** **.**
 
 The
                  Borrower will not, nor will it permit any Significant Subsidiary
                  (other than any
                  Project Finance Subsidiary) to, sell, lease, transfer, or otherwise
                  dispose of
                  all or substantially all of its assets (whether by a single transaction
                  or a
                  number of related transactions and whether at one time or over
                  a period of time)
                  or consolidate with or merge into any Person or permit any Person
                  to merge into
                  it, except
 
 ( i )  A
                  Wholly-Owned Subsidiary may be merged into the Borrower.
 
 ( ii )  Any
                  Significant Subsidiary may sell all or substantially all of its
                  assets to, or
                  consolidate or merge into, another Significant Subsidiary; provided that,
                  immediately before and after such merger, consolidation or sale,
                  no Default or
                  Unmatured Default shall exist.
 
 ( iii )  Strategic
                  Energy, L.L.C. may sell or transfer accounts receivable and contracts
                  that
                  generate accounts receivable, and KCPL may sell or transfer accounts
                  receivable,
                  in each case pursuant to one or more securitization transactions.
 
 ( iv )  The
                  Borrower may sell all or substantially all of its assets to, or
                  consolidate with
                  or merge into, any other corporation, or permit another corporation
                  to merge
                  into it; provided that (a)
                  the surviving corporation, if such surviving corporation is not
                  the Borrower, or
                  the transferee corporation in the case of a sale of all or substantially
                  all of
                  the Borrower’s assets (1) shall be a corporation organized and existing under
                  the laws of the United States of America or a state thereof or
                  the District of
                  Columbia, (2) shall expressly assume in a writing satisfactory
                  to the
                  Administrative Agent the due and punctual payment of the Obligations
                  and the due
                  and punctual performance of and compliance with all of the terms
                  of this
                  Agreement and the other Loan Documents to be performed or complied
                  with by the
                  Borrower and (3) shall deliver all documents required to be delivered
                  pursuant
                  to Sections 4.1(i) , (ii) , (iii) , (v) and (ix) ,
                  (b)
                  immediately before and after such merger, consolidation or sale,
                  there shall not
                  exist any Default or Unmatured Default and (c) the surviving corporation
                  of such
                  merger or consolidation, or the transferee corporation of the assets
                  of the
                  Borrower, as applicable, has, both immediately before and after
                  such merger,
                  consolidation or sale, a Moody’s Rating of Baa3 or better or an S&P Rating
                  of BBB - or better.
 
 Notwithstanding
                  the foregoing, the Borrower and its Consolidated Subsidiaries (excluding
                  Project
                  Finance Subsidiaries) will not convey, transfer, lease or otherwise
                  dispose of
                  (whether in one transaction or a series of transactions, but excluding
                  (a) sales
                  of inventory in the ordinary course of business, (b) transactions
                  permitted by
                  clauses (i) through (iv) above, (c) transfers by KCPL of assets
                  related to, or
                  ownership interests in, Iatan 2 to co-owners of Iatan 2 pursuant
                  to the
                  co-ownership, co-operating or other similar agreements of the co-owners
                  of Iatan
  42
 
  2
                  and (d)
                  sales of the capital stock or assets of KLT Gas Inc. and Subsidiaries
                  thereof)
                  in the aggregate within any 12-month period, more than 20% of the
                  aggregate book
                  value of the assets of the Borrower and its Consolidated Subsidiaries
                  (excluding
                  Project Finance Subsidiaries) as calculated as of the end of the
                  most recent
                  fiscal quarter.
 
 **6.** **12**  **Liens** **.**
 
 The
                  Borrower will not, nor will it permit any Significant Subsidiary
                  (other than any
                  Project Finance Subsidiary) to, create, incur, or suffer to exist
                  any Lien in,
                  of or on the Property of the Borrower or any of its Significant
                  Subsidiaries
                  (other than any Project Finance Subsidiary), except:
 
 ( i )  Liens
                  for
                  taxes, assessments or governmental charges or levies on its Property
                  if the same
                  shall not at the time be delinquent or thereafter can be paid without
                  penalty,
                  or are being contested in good faith and by appropriate proceedings
                  and for
                  which adequate reserves in accordance with GAAP shall have been
                  set aside on its
                  books.
 
 ( ii )  Liens
                  imposed by law, such as carriers’, warehousemen’s, mechanics’ and landlords’
liens and other similar liens arising in the ordinary course of
                  business which
                  secure payment of obligations not more than 60 days past due or
                  which are being
                  contested in good faith by appropriate proceedings and for which
                  adequate
                  reserves shall have been set aside on its books.
 
 ( iii )  Liens
                  arising out of pledges or deposits in the ordinary course of business
                  under
                  worker’s compensation laws, unemployment insurance, old age pensions,
                  or other
                  social security or retirement benefits, or similar legislation,
                  other than any
                  Lien imposed under ERISA.
 
 ( iv )  Liens
                  incidental to the normal conduct of the Borrower or any Significant
                  Subsidiary
                  or the ownership or leasing of its Property or the conduct of the
                  ordinary
                  course of its business, including (a) zoning restrictions, easements,
                  building
                  restrictions, rights of way, reservations, restrictions on the
                  use of real
                  property and such other encumbrances or charges against real property
                  as are of
                  a nature generally existing with respect to properties of a similar
                  character
                  and which are not substantial in amount and do not in any material
                  way affect
                  the marketability of the same, (b) rights of lessees and lessors
                  under leases,
                  (c) rights of collecting banks having rights of setoff, revocation,
                  refund or
                  chargeback with respect to money or instruments of the Borrower
                  or any
                  Significant Subsidiary on deposit with or in the possession of
                  such banks, (d)
                  Liens or deposits to secure the performance of statutory obligations,
                  tenders,
                  bids, contracts, leases, progress payments, performance or return-of-money
                  bonds, surety and appeal bonds, performance or other similar bonds,
                  letters of
                  credit, or other obligations of a similar nature incurred in the
                  ordinary course
                  of business, and (e) Liens required by any contract or statute
                  in order to
                  permit the Borrower or Significant Subsidiary to perform any contract
                  or
                  subcontract made by it with or pursuant to the requirements of
                  a governmental
                  entity, in each case which are not incurred in connection with
                  the borrowing of
                  money, the obtaining of advances of credit or the payment of the
                  deferred
  43
 
  purchase
                  price of Property and which do not in the aggregate impair the
                  use of Property
                  in the operation of the business of the Borrower and its Significant
                  Subsidiaries taken as a whole.
 
 ( v )  Liens
                  arising under the General Mortgage Indenture and Deed of Trust
                  Dated
                  December 1, 1986 from KCPL to UMB, N.A.
 
 ( vi )  Liens
                  on
                  Property of the Borrower or KCPL existing on the date hereof and
                  any renewal or
                  extension thereof; provided that the
                  Property covered thereby is not increased and any renewal or extension
                  of the
                  obligations secured or benefited thereby is permitted by this
                  Agreement.
 
 ( vii )  Judgment
                  Liens which secure payment of legal obligations that would not
                  constitute a
                  Default under Section 7.9 .
 
 ( viii )  Liens
                  on
                  Property acquired by the Borrower or a Significant Subsidiary after
                  the date
                  hereof, existing on such Property at the time of acquisition thereof
                  (and not
                  created in anticipation thereof); provided that in
                  any such case no such Lien shall extend to or cover any other Property
                  of the
                  Borrower or such Significant Subsidiary, as the case may be.
 
 ( ix )  Liens
                  on
                  the Property, revenues and/or assets of any Person that exist at
                  the time such
                  Person becomes a Significant Subsidiary and the continuation of
                  such Liens in
                  connection with any refinancing or restructuring of the obligations
                  secured by
                  such Liens.
 
 ( x )  Liens
                  on
                  Property securing Indebtedness incurred or assumed at the time
                  of, or within 12
                  months after, the acquisition of such Property for the purpose
                  of financing all
                  or any part of the cost of acquiring such Property; provided that (a)
                  such Lien attaches to such Property concurrently with or within
                  12 months after
                  the acquisition thereof, (b) such Lien attaches solely to the Property
                  so
                  acquired in such transaction and (c) the principal amount of the
                  Indebtedness
                  secured thereby does not exceed the cost or fair market value determined
                  at the
                  date of incurrence, whichever is lower, of the Property being acquired
                  on the
                  date of acquisition.
 
 ( xi )  Liens
                  on
                  any improvements to Property securing Indebtedness incurred to
                  provide funds for
                  all or part of the cost of such improvements in a principal amount
                  not exceeding
                  the cost of construction of such improvements and incurred within
                  12 months
                  after completion of such improvements or construction, provided
                  that such Liens
                  do not extend to or cover any property of the Borrower or any Significant
                  Subsidiary other than such improvements.
 
 ( xii )  Liens
                  to
                  government entities granted to secure pollution control or industrial
                  revenue
                  bond financings, which Liens in each financing transaction cover
                  only Property
                  the acquisition or construction of which was financed by such financings
                  and
                  Property related thereto.
  44
  
  ( xiii )  Liens
                  on
                  or over gas, oil, coal, fissionable material, or other fuel or
                  fuel products as
                  security for any obligations incurred by such Person (or any special
                  purpose
                  entity formed by such Person) for the sole purpose of financing
                  the acquisition
                  or storage of such fuel or fuel products or, with respect to nuclear
                  fuel, the
                  processing, reprocessing, sorting, storage and disposal thereof.
 
 ( xiv )  Liens
                  on
                  (including Liens arising out of the sale of) accounts receivable
                  and/or
                  contracts which will give rise to accounts receivable of KCPL and
                  Strategic
                  Energy, L.L.C.; and other Liens on (including Liens arising out
                  of the sale of)
                  accounts receivable and/or contracts which will give rise to accounts
                  receivable
                  of the Borrower or any Subsidiary in an aggregate amount not at
                  any time
                  exceeding $10,000,000.
 
 ( xv )  Liens
                  on
                  Property of KLT Gas Inc. and its Subsidiaries in favor of operators
                  and
                  non-operators under joint operating agreements, pooling orders
                  or agreements,
                  unitization agreements or similar contractual arrangements arising
                  in the
                  ordinary course of the business of such Person relating to the
                  development or
                  operation of oil and gas Properties to secure amounts owing, which
                  amounts are
                  not yet due or are being contested in good faith by appropriate
                  proceedings if
                  adequate reserves are maintained on the books of such Person in
                  accordance with
                  GAAP.
 
 ( xvi )  Liens
                  on
                  Property of KLT Gas Inc. and its Subsidiaries under production
                  sales agreements,
                  division orders, operating agreements and other agreements customary
                  in the oil
                  and gas business for processing, production and selling hydrocarbons; provided that
                  such Liens do not secure obligations to deliver hydrocarbons at
                  some future date
                  without receiving full payment therefor within 90 days of delivery.
 
 ( xvii )  Liens
                  on
                  Property or assets of a Significant Subsidiary securing obligations
                  owing to the
                  Borrower or any Significant Subsidiary (other than a Project Finance
                  Subsidiary).
 
 ( xviii )  Liens
                  on
                  the stock or other equity interests of any Project Finance Subsidiary
                  to secure
                  obligations of such Project Finance Subsidiary (provided that the
                  agreement
                  under which any such Lien is created shall expressly state that
                  it is
                  non-recourse to the pledgor).
 
 ( xix )  Liens
                  on
                  Property of Strategic Energy, L.L.C. and its Subsidiaries securing
                  Indebtedness
                  of Strategic Energy, L.L.C. under a credit facility providing for
                  revolving
                  credit advances to Strategic Energy, L.L.C. in an aggregate amount
                  not exceeding
                  $175,000,000.
 
 ( xx )  Liens
                  on
                  Property of KCPL arising in connection with utility co-ownership,
                  co-operating
                  and similar agreements that are consistent with the utilities business
                  and
                  ancillary operations.
  ( xxi )  Liens
                  on
                  assets held by entities which are required to be included in the
                  Borrower’s
                  consolidated financial statements solely as a result of the
  45
 
  application
                  of Financial
                  Accounting Standards Board Interpretation No. 46R, as it may be
                  amended or
                  supplemented.
  ( xxii )  Liens
                  securing Swap Contracts permitted to be incurred under this
                  Agreement.
  ( xxiii )  Liens
                  securing any extension, renewal, replacement or refinancing of
                  Indebtedness
                  secured by any Lien referred to in the foregoing clauses (viii),
                  (ix), (x),
                  (xi), (xii), (xiii) and (xx); provided that (A) such new Lien shall
                  be limited
                  to all or part of the same Property that secured the original Lien
                  (plus
                  improvements on such Property) and (B) the amount secured by such
                  Lien at such
                  time is not increased to any amount greater than the amount outstanding
                  at the
                  time of such renewal, replacement or refinancing.
  ( xxiv )  Liens
                  which would otherwise not be permitted by clauses
                  (i) through (xxiii) securing
                  additional Indebtedness of the Borrower or a Significant Subsidiary
                  (other than
                  a Project Finance Subsidiary); provided that
                  after giving effect thereto the aggregate unpaid principal amount
                  of
                  Indebtedness (including Capitalized Lease Obligations) of the Borrower
                  and its
                  Significant Subsidiaries (other than any Project Finance Subsidiary)
                  (including
                  prepayment premiums and penalties) secured by Liens permitted by
                  this clause
                  (xix) shall
                  not exceed the greater of (a) $50,000,000 and (b) 10% of Consolidated
                  Tangible
                  Net Worth.
  **6.** **13**  **Affiliates** **.**
 
 Except
                  to
                  the extent required by applicable law with respect to transactions
                  among the
                  Borrower and its Subsidiaries (excluding any Project Finance Subsidiary),
                  the
                  Borrower will not, and will not permit any Subsidiary (other than
                  any Project
                  Finance Subsidiary) to, enter into any transaction (including the
                  purchase or
                  sale of any Property or service) with, or make any payment or transfer
                  to, any
                  Affiliate except in the ordinary course of business and pursuant
                  to the
                  reasonable requirements of the Borrower’s or such Subsidiary’s business and upon
                  fair and reasonable terms no less favorable to the Borrower or
                  such Subsidiary
                  than the Borrower or such Subsidiary would obtain in a comparable
                  arms-length
                  transaction.
 
 **6.** **14**  **ERISA** **.**
 
 The
                  Borrower will not, nor will it permit any Significant Subsidiary
                  to, (i)
                  voluntarily terminate any Plan, so as to result in any material
                  liability of the
                  Borrower or any Significant Subsidiary to the PBGC or (ii) enter
                  into any
                  Prohibited Transaction (as defined in Section 4975 of the Code and in
                  Section 406 of ERISA) involving any Plan which results in any liability
                  of
                  the Borrower or any Significant Subsidiary that could reasonably
                  be expected,
                  individually or in the aggregate, to cause a Material Adverse Effect
                  or (iii)
                  cause any occurrence of any Reportable Event which results in any
                  liability of
                  the Borrower or any Significant Subsidiary to the PBGC that could
                  reasonably be
                  expected, individually or in the aggregate, to cause a Material
                  Adverse Effect
                  or (iv) allow or suffer to exist any other event or condition known
                  to the
                  Borrower which results in any material liability of the Borrower
                  or any
                  Significant Subsidiary to the PBGC.
  46
  
  **6.** **15**  **Total
                  Indebtedness to Total Capitalization** **.**
 
 The
                  Borrower shall at all times cause the ratio of (i) Total Indebtedness
                  to (ii)
                  Total Capitalization to be less than or equal to 0.65 to 1.0.
 
 **6.** **16**  **Restrictions
                  on Subsidiary Dividends** **.**
 
 The
                  Borrower will not, nor will it permit any Significant Subsidiary
                  (other than any
                  Project Finance Subsidiary) to, be a party to any agreement prohibiting
                  or
                  restricting the ability of such Significant Subsidiary to declare
                  or pay
                  dividends to the Borrower; provided ,
                  that
                  (a) the foregoing provisions of this Section
                  6.16 shall
                  not prohibit the Borrower or any Significant Subsidiary from entering
                  into any
                  debt instrument containing a total debt to capitalization covenant
                  and (b)
                  Strategic Energy, L.L.C. may be a party to a credit agreement restricting
                  its
                  ability to pay dividends to the Borrower if a breach of any financial
                  covenant
                  in such agreement exists or would result from such payment so long
                  as any such
                  financial covenant is customary for similarly-situated companies.
   **ARTICLE** **VII**
 
 **DEFAULTS**
 
 The
                    occurrence of any one or more of the following events shall constitute
                    a
                    Default:
 
 **7** **.** **1**  Any
                    representation or warranty made or deemed made by or on behalf
                    of the Borrower
                    to the Lenders or the Administrative Agent under or in connection
                    with this
                    Agreement, any Loan, or any certificate or information delivered
                    in connection
                    with this Agreement or any other Loan Document shall be materially
                    false on the
                    date as of which made.
 
 **7** **.** **2**  Nonpayment
                    of principal of any Loan when due, nonpayment of any Reimbursement
                    Obligations
                    within one Business Day after the same becomes due, or nonpayment
                    of interest
                    upon any Loan or of any fee or other obligation under any of
                    the Loan Documents
                    within three Business Days after the same becomes due.
 
 **7** **.** **3**  The
                    breach by the Borrower of any of the terms or provisions of Section 6.3 , 6.10 (with
                    respect to the Borrower and its Significant Subsidiaries only), 6.11 , 6.12 , 6.13 , 6.15 or 6.16 .
 
 **7** **.** **4**  The
                    breach by the Borrower (other than a breach which constitutes
                    a Default under
                    another Section of this Article VII )
                    of any
                    of the terms or provisions of this Agreement which is not remedied
                    within 30
                    days after the earlier of (a) the Borrower becoming aware of
                    such breach and (b)
                    receipt by the Borrower of written notice from the Administrative
                    Agent or any
                    Lender; provided that if
                    such breach is capable of cure but (i) cannot be cured by payment
                    of money and
                    (ii) cannot be cured by diligent efforts within such 30-day period,
                    but such
                    diligent efforts shall be properly commenced within such 30-day
                    period and the
                    Borrower is diligently
  47
 
  pursuing,
                    and shall continue to pursue diligently, remedy of such failure,
                    the cure period
                    shall be extended for an additional 90 days, but in no event
                    beyond the Facility
                    Termination Date.
 
 **7** **.** **5**  Failure
                    of the Borrower or any of its Significant Subsidiaries to pay
                    when due any
                    Indebtedness aggregating in excess of $25,000,000 (“Material Indebtedness”); or
                    the default by the Borrower or any of its Significant Subsidiaries
                    in the
                    performance of any term, provision or condition contained in
                    any agreement under
                    which any such Material Indebtedness was created or is governed,
                    or any other
                    event shall occur or condition exist, the effect of which default
                    or event is to
                    cause, or to permit the holder or holders of such Material Indebtedness
                    to
                    cause, such Material Indebtedness to become due prior to its
                    stated maturity; or
                    any Material Indebtedness of the Borrower or any of its Significant
                    Subsidiaries
                    shall be declared to be due and payable or required to be prepaid
                    or repurchased
                    (other than by a regularly scheduled payment) prior to the stated
                    maturity
                    thereof; or the Borrower or any of its Significant Subsidiaries
                    shall not pay,
                    or admit in writing its inability to pay, its debts generally
                    as they become
                    due.
 
 **7** **.** **6**  The
                    Borrower or any of its Significant Subsidiaries shall (i) have
                    an order for
                    relief entered with respect to it under the Federal bankruptcy
                    laws as now or
                    hereafter in effect, (ii) make an assignment for the benefit
                    of creditors, (iii)
                    apply for, seek, consent to, or acquiesce in, the appointment
                    of a receiver,
                    custodian, trustee, examiner, liquidator or similar official
                    for it or any
                    Substantial Portion of its Property, (iv) institute any proceeding
                    seeking an
                    order for relief under the Federal bankruptcy laws as now or
                    hereafter in effect
                    or seeking to adjudicate it a bankrupt or insolvent, or seeking
                    dissolution,
                    winding up, liquidation, reorganization, arrangement, adjustment
                    or composition
                    of it or its debts under any law relating to bankruptcy, insolvency
                    or
                    reorganization or relief of debtors or fail to file an answer
                    or other pleading
                    denying the material allegations of any such proceeding filed
                    against it, (v)
                    take any corporate, partnership or limited liability company
                    action to authorize
                    or effect any of the foregoing actions set forth in this Section 7.6 or (vi)
                    fail to contest in good faith any appointment or proceeding described
                    in Section 7.7 .
 
 **7** **.** **7**  Without
                    the application, approval or consent of the Borrower or any of
                    its Subsidiaries,
                    a receiver, trustee, examiner, liquidator or similar official
                    shall be appointed
                    for the Borrower or any of its Subsidiaries or any Substantial
                    Portion of its
                    Property, or a proceeding described in Section 7.6(iv) shall be
                    instituted against the Borrower or any of its Subsidiaries and
                    such appointment
                    continues undischarged or such proceeding continues undismissed
                    or unstayed for
                    a period of 30 consecutive days.
 
 **7** **.** **8**  Any
                    court, government or governmental agency shall condemn, seize
                    or otherwise
                    appropriate, or take custody or control of, all or any portion
                    of the Property
                    of the Borrower and its Subsidiaries which, when taken together
                    with all other
                    Property of the Borrower and its Subsidiaries so condemned, seized,
                    appropriated, or taken custody or control of, during the twelve-month
                    period
                    ending with the month in which any such action occurs, constitutes
                    a Substantial
                    Portion.
 
 **7** **.** **9**  The
                    Borrower or any of its Significant Subsidiaries shall fail within
                    30 days to
                    pay, bond or otherwise discharge (i) any judgment or order for
                    the payment of
                    money in excess of $25,000,000 (either singly or in the aggregate
                    with other
                    such judgments) or (ii) any
  48
 
  non-monetary
                    final judgment that has, or could reasonably be expected to have,
                    a Material
                    Adverse Effect, in either case which is not stayed on appeal
                    or otherwise being
                    appropriately contested in good faith.
 
 **7** **.** **10**  A
                    Change
                    of Control shall occur.
 
 **7** **.** **11**  A
                    Reportable Event shall have occurred with respect to a Plan which
                    could
                    reasonably be expected to have a Material Adverse Effect and,
                    30 days after
                    notice thereof shall have been given to the Borrower by the Administrative
                    Agent
                    or any Lender, such Reportable Event shall still exist.
 
 **7** **.** **12**  Any
                    authorization or approval or other action by any governmental
                    authority or
                    regulatory body required for the execution, delivery or performance
                    of this
                    Agreement or any other Loan Document by the Borrower shall fail
                    to have been
                    obtained or be terminated, revoked or rescinded or shall otherwise
                    no longer be
                    in full force and effect, and such occurrence shall (i) adversely
                    affect the
                    enforceability of the Loan Documents against the Borrower and
                    (ii) to the extent
                    that such occurrence can be cured, shall continue for five days.
 
 **7** **.** **13**  The
                    Borrower shall fail to own, directly or indirectly, all of the
                    outstanding stock
                    of KCPL which, in the absence of any contingency, has the right
                    to vote in an
                    election of directors of KCPL.
   **ARTICLE** **VIII**
 **ACCELERATION,
                      WAIVERS, AMENDMENTS AND REMEDIES**
 
 **8.** **1**  **Acceleration;
                      Letter of Credit Account** **.**
 
 ( a )  If
                      any
                      Default described in Section 7.6 or 7.7 occurs
                      with respect to the Borrower, the obligations of the Lenders
                      to make Loans
                      hereunder and the obligation and power of the Issuers to issue
                      Letters of Credit
                      shall automatically terminate and the Obligations shall immediately
                      become due
                      and payable without any election or action on the part of the
                      Administrative
                      Agent, any Lender or any Issuer and the Borrower will be and
                      become thereby
                      unconditionally obligated, without any further notice, act
                      or demand, to pay to
                      the Administrative Agent an amount in immediately available
                      funds, which funds
                      shall be held in the LC Collateral Account, equal to the excess
                      of (i) the
                      amount of Letter of Credit Obligations at such time over (ii)
                      the amount on
                      deposit in the LC Collateral Account at such time which is
                      free and clear of all
                      rights and claims of third parties and has not been applied
                      against the
                      Obligations (such difference, the “Collateral Shortfall Amount”). If any other
                      Default occurs, the Administrative Agent may with the consent,
                      or shall at the
                      request, of the Required Lenders, (x) terminate or suspend
                      the obligations of
                      the Lenders to make Loans hereunder and the obligation and
                      power of the Issuers
                      to issue Letters of Credit, or declare the Obligations to be
                      due and payable, or
                      both, whereupon the Obligations shall become immediately due
                      and payable,
                      without presentment, demand, protest or notice of any kind,
                      all of which the
                      Borrower hereby expressly waives, and (y) upon notice to the
                      Borrower and in
                      addition to the continuing right to demand
  49
 
  payment
                      of all amounts payable under this Agreement, make demand on
                      the Borrower to pay,
                      and the Borrower will, forthwith upon such demand and without
                      any further notice
                      or act, pay to the Administrative Agent in immediately available
                      funds the
                      Collateral Shortfall Amount, which funds shall be deposited
                      in the LC Collateral
                      Account.
 
 If
                      (a)
                      within 30 days after acceleration of the maturity of the Obligations
                      or
                      termination of the obligations of the Lenders to make Loans
                      hereunder as a
                      result of any Default (other than any Default as described
                      in Section 7.6 or 7.7 with
                      respect to the Borrower) and (b) before any judgment or decree
                      for the payment
                      of the Obligations due shall have been obtained or entered,
                      the Required Lenders
                      (in their sole discretion) shall so direct, the Administrative
                      Agent shall, by
                      notice to the Borrower, rescind and annul such acceleration
                      and/or
                      termination.
 
 **8.** **2**  **Amendments** **.**
 
 Subject
                      to the provisions of this Article VIII ,
                      the
                      Required Lenders (or the Administrative Agent with the consent
                      in writing of the
                      Required Lenders) and the Borrower may enter into agreements
                      supplemental hereto
                      for the purpose of adding or modifying any provisions to the
                      Loan Documents or
                      changing in any manner the rights of the Lenders or the Borrower
                      hereunder or
                      waiving any Default hereunder; provided that no
                      such supplemental agreement shall:
 
 ( i )  Extend
                      the final maturity of any Loan or the expiry date of any Letter
                      of Credit to a
                      date after the Facility Termination Date or forgive all or
                      any portion of the
                      principal amount thereof, or reduce the rate or extend the
                      time of payment of
                      interest or fees thereon, without the consent of each Lender
                      directly affected
                      thereby.
 
 ( ii )  Reduce
                      the percentage specified in the definition of Required Lenders,
                      without the
                      consent of each Lender directly affected thereby.
 
 ( iii )  Increase
                      the amount of the Commitment of any Lender without the consent
                      of such Lender
                      (except as provided for in Section
                      2.6 ),
                      or
                      extend the Facility Termination Date (except as provided for
                      in Section
                      2.20 ),
                      reduce
                      the amount or extend the payment date for, the mandatory payments
                      required under Section 2.2 or
                      permit the Borrower to assign its rights under this Agreement,
                      without the
                      consent of each Lender directly affected thereby.
 
 ( iv )  Amend
                      this Section 8.2 without
                      the consent of each Lender directly affected thereby.
 
 ( v )  Release
                      any funds from the LC Collateral Account, except to the extent
                      such release is
                      expressly permitted hereunder without the consent of each Lender
                      directly
                      affected thereby.
 
 No
                      amendment of any provision of this Agreement relating to the
                      Administrative
                      Agent shall be effective without the written consent of the
                      Administrative
                      Agent, and no amendment of any provision of this Agreement
                      relating to any
                      Issuer shall be effective without the written
  50
 
  consent
                      of such Issuer. The Administrative Agent may waive payment
                      of the fee required
                      under Section 12.1(b) without
                      obtaining the consent of any other party to this Agreement.
 
 **8.** **3**  **Preservation
                      of Rights** **.**
 
 No
                      delay
                      or omission of the Lenders, the Issuers or the Administrative
                      Agent to exercise
                      any right under the Loan Documents shall impair such right
                      or be construed to be
                      a waiver of any Default or an acquiescence therein, and the
                      making of a Credit
                      Extension notwithstanding the existence of a Default or the
                      inability of the
                      Borrower to satisfy the conditions precedent to such Credit
                      Extension shall not
                      constitute any waiver or acquiescence. Any single or partial
                      exercise of any
                      such right shall not preclude other or further exercise thereof
                      or the exercise
                      of any other right, and no waiver, amendment or other variation
                      of the terms,
                      conditions or provisions of the Loan Documents whatsoever shall
                      be valid unless
                      in writing signed by the Lenders required pursuant to Section 8.2 ,
                      and
                      then only to the extent in such writing specifically set forth.
                      All remedies
                      contained in the Loan Documents or by law afforded shall be
                      cumulative and all
                      shall be available to the Administrative Agent, the Lenders
                      and the Issuers
                      until the Obligations have been paid in full.
 
 
 **ARTICLE** **IX**
 
 **GENERAL
                      PROVISIONS**
 
 **9.** **1**  **Survival
                      of Representations** **.**
 
 All
                      representations and warranties of the Borrower contained in
                      this Agreement shall
                      survive the making of the Credit Extensions herein contemplated.
 
 **9.** **2**  **Governmental
                      Regulation** **.**
 
 Anything
                      contained in this Agreement to the contrary notwithstanding,
                      no Lender shall be
                      obligated to extend credit to the Borrower in violation of
                      any limitation or
                      prohibition provided by any applicable statute or regulation.
 
 **9.** **3**  **Headings** **.**
 
 Section headings
                      in the Loan Documents are for convenience of reference only,
                      and shall not
                      govern the interpretation of any of the provisions of the Loan
                      Documents.
 
 **9.** **4**  **Entire
                      Agreement** **.**
 
 The
                      Loan
                      Documents embody the entire agreement and understanding among
                      the Borrower, the
                      Administrative Agent, the Lenders and the Issuers and supersede
                      all prior
                      agreements and understandings among the Borrower, the Administrative
                      Agent, the
                      Lenders and the Issuers relating to the subject matter thereof.
  51
  
  **9.** **5**  **Several
                      Obligations; Benefits of this Agreement** **.**
 
 The
                      respective obligations of the Lenders hereunder are several
                      and not joint and no
                      Lender shall be the partner or agent of any other (except to
                      the extent to which
                      the Administrative Agent is authorized to act as such). The
                      failure of any
                      Lender to perform any of its obligations hereunder shall not
                      relieve any other
                      Lender from any of its obligations hereunder. This Agreement
                      shall not be
                      construed so as to confer any right or benefit upon any Person
                      other than the
                      parties to this Agreement and their respective successors and
                      assigns; provided that the
                      parties hereto expressly agree that each Arranger shall enjoy
                      the benefits of
                      the provisions of Sections 9.6 , 9.10 and 10.7 to the
                      extent specifically set forth therein and shall have the right
                      to enforce such
                      provisions on its own behalf and in its own name to the same
                      extent as if it
                      were a party to this Agreement.
 
 **9.** **6**  **Expenses;
                      Indemnification** **.**
 
 ( i )  The
                      Borrower shall reimburse the Agents and the Arrangers for any
                      reasonable costs
                      and expenses (including fees and charges of outside counsel
                      for the Agents) paid
                      or incurred by the Agents or the Arrangers in connection with
                      the preparation,
                      negotiation, execution, delivery, syndication, distribution
                      (including via the
                      internet), review, amendment, modification, and administration
                      of the Loan
                      Documents. The Borrower also agrees to reimburse each Agent,
                      each Arranger, each
                      Lender and each Issuer for any reasonable costs, internal charges
                      and expenses
                      (including fees and charges of attorneys for such Agent, such
                      Arranger, such
                      Lender and such Issuer, which attorneys may be employees of
                      such Agent, such
                      Arranger, such Lender or such Issuer) paid or incurred by either
                      Agent, either
                      Arranger, any Lender or any Issuer in connection with the collection
                      and
                      enforcement, attempted enforcement, and preservation of rights
                      and remedies
                      under, any of the Loan Documents (including all such costs
                      and expenses incurred
                      during any “workout” or restructuring in respect of the Obligations and during
                      any legal proceeding).
 
 ( ii )  The
                      Borrower hereby further agrees to indemnify each Agent, each
                      Arranger, each
                      Lender, each Issuer, their respective affiliates and the directors,
                      officers and
                      employees of the foregoing against all losses, claims, damages,
                      penalties,
                      judgments, liabilities and expenses (including all expenses
                      of litigation or
                      preparation therefor whether or not either Agent, either Arranger,
                      any Lender or
                      any Issuer or any affiliate is a party thereto) which any of
                      them may pay or
                      incur arising out of or relating to this Agreement, the other
                      Loan Documents,
                      the transactions contemplated hereby or the direct or indirect
                      application or
                      proposed application of the proceeds of any Credit Extension
                      hereunder except to
                      the extent that they are determined in a final non-appealable
                      judgment by a
                      court of competent jurisdiction to have resulted from the gross
                      negligence or
                      willful misconduct of the party seeking indemnification. In
                      the case of any
                      investigation, litigation or proceeding to which the indemnity
                      in this
                      Section applies, such indemnity shall be effective whether or not such
                      investigation, litigation or proceeding is brought by a third
                      party, by the
                      Borrower or by any affiliate of the Borrower. The obligations
                      of the Borrower
                      under this Section 9.6 shall
                      survive the payment of the Obligations and termination of this
                      Agreement.
  52
 
 
 ( iii )  To
                      the
                      extent that the Borrower for any reason fails to indefeasibly
                      pay any amount
                      required under subsection (i) or (ii) of this Section to be paid
                      by it to the Administrative Agent (or any sub-agent thereof),
                      any Issuer or any
                      Related Party of any of the foregoing, each Lender severally
                      agrees to pay to
                      the Administrative Agent (or any such sub-agent), such Issuer
                      or such Related
                      Party, as the case may be, such Lender’s Pro Rata Share (determined as of the
                      time that the applicable unreimbursed expense or indemnity
                      payment is sought) of
                      such unpaid amount, provided that the
                      unreimbursed expense or indemnified loss, claim, damage, liability
                      or related
                      expense, as the case may be, was incurred by or asserted against
                      the
                      Administrative Agent (or any such sub-agent) or any Issuer
                      in its capacity as
                      such, or against any Related Party of any of the foregoing
                      acting for the
                      Administrative Agent (or any such sub-agent) or any Issuer
                      in connection with
                      such capacity.
 
 **9.** **7**  **Numbers
                      of Documents** **.**
 
 All
                      statements, notices, closing documents, and requests hereunder
                      shall be
                      furnished to the Administrative Agent with sufficient counterparts
                      so that the
                      Administrative Agent may furnish one to each of the Lenders.
 
 **9.** **8**  **Accounting** **.**
 
 Except
                      as
                      provided to the contrary herein, all accounting terms used
                      herein shall be
                      interpreted and all accounting determinations hereunder shall
                      be made in
                      accordance with GAAP.
 
 **9.** **9**  **Severability
                      of Provisions** **.**
 
 Any
                      provision in any Loan Document that is held to be inoperative,
                      unenforceable, or
                      invalid in any jurisdiction shall, as to that jurisdiction,
                      be inoperative,
                      unenforceable, or invalid without affecting the remaining provisions
                      in that
                      jurisdiction or the operation, enforceability, or validity
                      of that provision in
                      any other jurisdiction, and to this end the provisions of all
                      Loan Documents are
                      declared to be severable.
 
 **9.** **10**  **Nonliability
                      of Lenders** **.**
 
 The
                      relationship between the Borrower on the one hand and the Lenders,
                      the Issuers
                      and the Agents on the other hand shall be solely that of borrower
                      and lender.
                      None of either Agent, either Arranger, any Lender or any Issuer
                      shall have any
                      fiduciary responsibilities to the Borrower. None of either
                      Agent, either
                      Arranger, any Lender or any Issuer undertakes any responsibility
                      to the Borrower
                      to review or inform the Borrower of any matter in connection
                      with any phase of
                      the Borrower’s business or operations. The Borrower agrees that none of
                      either
                      Agent, either Arranger, any Lender or any Issuer shall have
                      liability to the
                      Borrower (whether sounding in tort, contract or otherwise)
                      for losses suffered
                      by the Borrower in connection with, arising out of, or in any
                      way related to,
                      the transactions contemplated and the relationship established
                      by the Loan
                      Documents, or any act, omission or event occurring in connection
                      therewith,
                      unless it is determined in a final non-appealable judgment
                      by a court of
                      competent jurisdiction that such losses resulted from the gross
                      negligence or
                      willful misconduct of the party
  53
 
  from
                      which recovery is sought. None of either Agent, either Arranger,
                      any Lender, any
                      Issuer or any Related Party of any of the foregoing Persons
                      shall have any
                      liability with respect to, and the Borrower hereby waives,
                      releases and agrees
                      not to sue for, any special, indirect, consequential or punitive
                      damages
                      suffered by the Borrower in connection with, arising out of,
                      or in any way
                      related to the Loan Documents or the transactions contemplated
                      thereby. None of
                      either Agent, either Arranger, any Lender, any Issuer or any
                      Related Party of
                      any of the foregoing Persons shall be liable for any damages
                      arising from the
                      use by unintended recipients of any information or other materials
                      distributed
                      by it through telecommunications, electronic or other information
                      transmission
                      systems in connection with this Agreement or the other Loan
                      Documents or the
                      transactions contemplated hereby or thereby except to the extent
                      such recipient
                      receives such information due to the gross negligence of the
                      party from which
                      recovery is sought.
 
 **9.** **11**  **Limited
                      Disclosure** **.**
 
 ( a )  Neither
                      the Administrative Agent nor any Lender may disclose to any
                      Person any Specified
                      Information (as defined below) except (i) to its, and its Affiliates’, officers,
                      employees, agents, accountants, legal counsel, advisors and
                      other
                      representatives who have a need to know such Specified Information
                      (it being
                      understood that the Persons to whom such disclosure is made
                      will be informed of
                      the confidential nature of such Specified Information and instructed
                      to keep
                      such Specified Information confidential) or (ii) with the Borrower’s prior
                      consent. “Specified Information” means information that the Borrower furnishes
                      to the Administrative Agent or any Lender that is designated
                      in writing as
                      confidential, but does not include any such information that
                      is or becomes
                      generally available to the public or that is or becomes available
                      to the
                      Administrative Agent or such Lender from a source other than
                      the
                      Borrower.
 
 ( b )  The
                      provisions of clause (a) above
                      shall not apply to Specified Information (i) that is a matter
                      of general public
                      knowledge or has heretofore been or is hereafter published
                      in any source
                      generally available to the public, (ii) that is required to
                      be disclosed by law,
                      regulation or judicial order, (iii) that is requested by any
                      regulatory body
                      with jurisdiction over the Administrative Agent or any Lender,
                      or (iv) that is
                      disclosed (A) to legal counsel, accountants and other professional
                      advisors to
                      such Lender, (B) in connection with the exercise of any right
                      or remedy
                      hereunder or under any Note or any suit or other litigation
                      or proceeding
                      relating to this Agreement or any Note, (C) to a rating agency
                      if required by
                      such agency in connection with a rating relating to Credit
                      Extensions hereunder
                      or (D) to assignees or participants or potential assignees
                      or participants who
                      agree to be bound by the provisions of this Section 9.11.
 
 **9.** **12**  **USA
                      PATRIOT ACT NOTIFICATION** **.**
 
 The
                      following notification is provided to the Borrower pursuant
                      to Section 326
                      of the USA Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT
                      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To
                      help the government
                      fight the funding of terrorism and money laundering activities,
                      Federal law
                      requires all financial institutions to obtain, verify and record
                      information
                      that identifies each person or entity that opens an account,
                      including any
                      deposit account, treasury management account, loan, other extension
                      of credit or
                      other financial services product. What this means for the Borrower:
                      When the
                      Borrower opens an account, the Lenders will ask for the Borrower’s name, tax
                      identification
  54
 
  number,
                      business address and other information that will allow the
                      Administrative Agent
                      and the Lenders to identify the Borrower. The Administrative
                      Agent and the
                      Lenders may also ask to see the Borrower’s legal organizational documents or
                      other identifying documents.
 
 **9** **.** **13**  **Nonreliance** **.**
 
 Each
                      Lender hereby represents that it is not relying on or looking
                      to any margin
                      stock (as defined in Regulation U of the FRB) for the repayment of the
                      Loans provided for herein.
 
 **9** **.** **14**  **No
                      Advisory or Fiduciary Responsibility** **.**
 
 In
                      connection with all aspects of each transaction contemplated
                      hereby, the
                      Borrower acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) the credit facility provided for hereunder
                      and any
                      related arranging or other services in connection therewith
                      (including in
                      connection with any amendment, waiver or other modification
                      hereof or of any
                      other Loan Document) are an arm’s-length commercial transaction between the
                      Borrower and its Affiliates, on the one hand, and the Agents
                      and the Arrangers,
                      on the other hand, and the Borrower is capable of evaluating
                      and understanding
                      and understands and accepts the terms, risks and conditions
                      of the transactions
                      contemplated hereby and by the other Loan Documents (including
                      any amendment,
                      waiver or other modification hereof or thereof); (ii) in connection
                      with the
                      process leading to such transaction, each Agent and Arranger
                      is and has been
                      acting solely as a principal and is not the financial advisor,
                      agent or
                      fiduciary, for the Borrower or any of its Affiliates, stockholders,
                      creditors or
                      employees or any other Person; (iii) no Agent or Arranger has
                      assumed or will
                      assume an advisory, agency or fiduciary responsibility in favor
                      of the Borrower
                      with respect to any of the transactions contemplated hereby
                      or the process
                      leading thereto, including with respect to any amendment, waiver
                      or other
                      modification hereof or of any other Loan Document (irrespective
                      of whether any
                      Agent or Arranger has advised or is currently advising the
                      Borrower or any of
                      its Affiliates on other matters) and no Agent or Arranger has
                      any obligation to
                      the Borrower or any of its Affiliates with respect to the transactions
                      contemplated hereby except those obligations expressly set
                      forth herein and in
                      the other Loan Documents; (iv) the Agents and the Arrangers
                      and their respective
                      Affiliates may be engaged in a broad range of transactions
                      that involve
                      interests that differ from those of the Borrower and its Affiliates,
                      and no
                      Agent or Arranger has any obligation to disclose any of such
                      interests by virtue
                      of any advisory, agency or fiduciary relationship; and (v)
                      the Agents and the
                      Arrangers have not provided and will not provide any legal,
                      accounting,
                      regulatory or tax advice with respect to any of the transactions
                      contemplated
                      hereby (including any amendment, waiver or other modification
                      hereof or of any
                      other Loan Document) and the Borrower has consulted its own
                      legal, accounting,
                      regulatory and tax advisors to the extent it has deemed appropriate.
                      The
                      Borrower hereby waives and releases, to the fullest extent
                      permitted by law, any
                      claims that it may have against any Agent and any Arranger
                      with respect to any
                      breach or alleged breach of agency or fiduciary duty.
 
 55
  **ARTICLE** **X**
 
 **THE
                      ADMINISTRATIVE AGENT**
 
 **10.** **1**  **Appointment
                      and Authority** **.**
 
 Each
                      of
                      the Lenders and the Issuers hereby irrevocably appoints Bank
                      of America to act
                      on its behalf as the Administrative Agent hereunder and under
                      the other Loan
                      Documents and authorizes the Administrative Agent to take such
                      actions on its
                      behalf and to exercise such powers as are delegated to the
                      Administrative Agent
                      by the terms hereof or thereof, together with such actions
                      and powers as are
                      reasonably incidental thereto. The provisions of this Article are solely
                      for the benefit of the Administrative Agent, the Lenders and
                      the Issuers, and
                      the Borrower shall have no rights as a third party beneficiary
                      of any of such
                      provisions.
 
 **10.** **2**  **Rights
                      as a Lender** **.**
 
 The
                      Person serving as the Administrative Agent hereunder shall
                      have the same rights
                      and powers in its capacity as a Lender as any other Lender
                      and may exercise the
                      same as though it were not the Administrative Agent and the
                      term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
                      otherwise requires, include the Person serving as the Administrative
                      Agent
                      hereunder in its individual capacity. Such Person and its Affiliates
                      may accept
                      deposits from, lend money to, act as the financial advisor
                      or in any other
                      advisory capacity for and generally engage in any kind of business
                      with the
                      Borrowers or any Subsidiary or other Affiliate thereof as if
                      such Person were
                      not the Administrative Agent hereunder and without any duty
                      to account therefor
                      to the Lenders.
 
 **10.** **3**  **Exculpatory
                      Provisions** **.**
 
 The
                      Administrative Agent shall not have any duties or obligations
                      except those
                      expressly set forth herein and in the other Loan Documents.
                      Without limiting the
                      generality of the foregoing, the Administrative Agent:
 
 ( a )  shall
                      not
                      be subject to any fiduciary or other implied duties, regardless
                      of whether a
                      Default or Unmatured Default has occurred and is continuing;
 
 ( b )  shall
                      not
                      have any duty to take any discretionary action or exercise
                      any discretionary
                      powers, except discretionary rights and powers expressly contemplated
                      hereby or
                      by the other Loan Documents that the Administrative Agent is
                      required to
                      exercise as directed in writing by the Required Lenders (or
                      such other number or
                      percentage of the Lenders as shall be expressly provided for
                      herein or in the
                      other Loan Documents), provided that the
                      Administrative Agent shall not be required to take any action
                      that, in its
                      opinion or the opinion of its counsel, may expose the Administrative
                      Agent to
                      liability or that is contrary to any Loan Document or applicable
                      law;
                      and
 
 ( c )  shall
                      not, except as expressly set forth herein and in the other
                      Loan Documents, have
                      any duty to disclose, and shall not be liable for the failure
                      to disclose, any
                      information relating to the Borrower or any of its Affiliates
                      that is
                      communicated to
  56
 
  or
                      obtained by the Person serving as the Administrative Agent
                      or any of its
                      Affiliates in any capacity.
 
 The
                      Administrative Agent shall not be liable for any action taken
                      or not taken by it
                      (i) with the consent or at the request of the Required Lenders
                      (or such other
                      number or percentage of the Lenders as shall be necessary,
                      or as the
                      Administrative Agent shall believe in good faith shall be necessary,
                      under the
                      circumstances as provided in Sections 8.1 and 8.2 )
                      or (ii)
                      in the absence of its own gross negligence or willful misconduct.
                      The
                      Administrative Agent shall be deemed not to have knowledge
                      of any Default or
                      Unmatured Default unless and until notice describing such Default
                      or Unmatured
                      Default is given to the Administrative Agent by the Borrower,
                      a Lender or an
                      Issuer.
 
 The
                      Administrative Agent shall not be responsible for or have any
                      duty to ascertain
                      or inquire into (i) any statement, warranty or representation
                      made in or in
                      connection with this Agreement or any other Loan Document,
                      (ii) the contents of
                      any certificate, report or other document delivered hereunder
                      or thereunder or
                      in connection herewith or therewith, (iii) the performance or observance of
                      any of the covenants, agreements or other terms or conditions
                      set forth herein
                      or therein or the occurrence of any Default or Unmatured Default,
                      (iv) the
                      validity, enforceability, effectiveness or genuineness of this
                      Agreement, any
                      other Loan Document or any other agreement, instrument or document
                      or (v) the
                      satisfaction of any condition set forth in Article IV or
                      elsewhere herein, other than to confirm receipt of items expressly
                      required to
                      be delivered to the Administrative Agent.
 
 **10.** **4**  **Reliance
                      by Administrative Agent** **.**
 
 The
                      Administrative Agent shall be entitled to rely upon, and shall
                      not incur any
                      liability for relying upon, any notice, request, certificate,
                      consent,
                      statement, instrument, document or other writing (including
                      any electronic
                      message, Internet or intranet website posting or other distribution)
                      believed by
                      it to be genuine and to have been signed, sent or otherwise
                      authenticated by the
                      proper Person. The Administrative Agent also may rely upon
                      any statement made to
                      it orally or by telephone and believed by it to have been made
                      by the proper
                      Person, and shall not incur any liability for relying thereon.
                      In determining
                      compliance with any condition hereunder to the making of a
                      Loan, or the issuance
                      of a Letter of Credit, that by its terms must be fulfilled
                      to the satisfaction
                      of a Lender or an Issuer, the Administrative Agent may presume
                      that such
                      condition is satisfactory to such Lender or such Issuer unless
                      the
                      Administrative Agent shall have received notice to the contrary
                      from such Lender
                      or such Issuer prior to the making of such Loan or the issuance
                      of such Letter
                      of Credit. The Administrative Agent may consult with legal
                      counsel (who may be
                      counsel for the Borrower), independent accountants and other
                      experts selected by
                      it, and shall not be liable for any action taken or not taken
                      by it in
                      accordance with the advice of any such counsel, accountants
                      or
                      experts.
 
 **10.** **5**  **Delegation
                      of Duties** **.**
 
 The
                      Administrative Agent may perform any and all of its duties
                      and exercise its
                      rights and powers hereunder or under any other Loan Document
                      by or through any
                      one or more sub-agents appointed by the Administrative Agent.
                      The Administrative
                      Agent and any such sub-agent may perform any and all of its
                      duties and exercise
                      its rights and powers by or through
  57
 
  their
                      respective Related Parties. The exculpatory provisions of this
                      Article shall apply to any such sub-agent and to the Related Parties
                      of the
                      Administrative Agent and any such sub-agent, and shall apply
                      to their respective
                      activities in connection with the syndication of the credit
                      facilities provided
                      for herein as well as activities as Administrative Agent.
 
 **10.** **6**  **Resignation
                      of Administrative Agent** **.**
 
 The
                      Administrative Agent may at any time give notice of its resignation
                      to the
                      Lenders, the Issuers and the Borrower. Upon receipt of any
                      such notice of
                      resignation, the Required Lenders shall have the right, in
                      consultation with the
                      Borrower, to appoint a successor, which shall be a bank with
                      an office in the
                      United States, or an Affiliate of any such bank with an office
                      in the United
                      States. If no such successor shall have been so appointed by
                      the Required
                      Lenders and shall have accepted such appointment within 30 days after the
                      retiring Administrative Agent gives notice of its resignation,
                      then the retiring
                      Administrative Agent may on behalf of the Lenders and the Issuers,
                      appoint a
                      successor Administrative Agent meeting the qualifications set
                      forth above; provided that if
                      the Administrative Agent shall notify the Borrower and the
                      Lenders that no
                      qualifying Person has accepted such appointment, then such
                      resignation shall
                      nonetheless become effective in accordance with such notice
                      and (1) the
                      retiring Administrative Agent shall be discharged from its
                      duties and
                      obligations hereunder and under the other Loan Documents and
                      (2) all
                      payments, communications and determinations provided to be
                      made by, to or
                      through the Administrative Agent shall instead be made by or
                      to each Lender and
                      each Issuer directly, until such time as the Required Lenders
                      appoint a
                      successor Administrative Agent as provided for above in this
                      Section. Upon the
                      acceptance of a successor’s appointment as Administrative Agent hereunder, such
                      successor shall succeed to and become vested with all of the
                      rights, powers,
                      privileges and duties of the retiring (or retired) Administrative
                      Agent, and the
                      retiring Administrative Agent shall be discharged from all
                      of its duties and
                      obligations hereunder or under the other Loan Documents (if
                      not already
                      discharged therefrom as provided above in this Section). The
                      fees payable by the
                      Borrower to a successor Administrative Agent shall be the same
                      as those payable
                      to its predecessor unless otherwise agreed between the Borrower
                      and such
                      successor. After the retiring Administrative Agent’s resignation hereunder and
                      under the other Loan Documents, the provisions of this Article and Section 9.6 shall
                      continue in effect for the benefit of such retiring Administrative
                      Agent, its
                      sub-agents and their respective Related Parties in respect
                      of any actions taken
                      or omitted to be taken by any of them while the retiring Administrative
                      Agent
                      was acting as Administrative Agent.
 
 Any
                      resignation by Bank of America as Administrative Agent pursuant
                      to this
                      Section shall also constitute its resignation as an Issuer. Upon the
                      acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
                      such successor shall succeed to and become vested with all
                      of the rights,
                      powers, privileges and duties of the retiring Issuer, (b) the
                      retiring Issuer
                      shall be discharged from all of its duties and obligations
                      hereunder or under
                      the other Loan Documents, and (c) the successor Issuer shall
                      issue letters of
                      credit in substitution for the Letters of Credit, if any, outstanding
                      at the
                      time of such succession or make other arrangements satisfactory
                      to the retiring
                      Issuer to effectively assume the obligations of the retiring
                      Issuer with respect
                      to such Letters of Credit.
  58
  
  **10.** **7**  **Non-Reliance
                      on Administrative Agent and Other Lenders** **.**
 
 Each
                      Lender and each Issuer acknowledges that it has, independently
                      and without
                      reliance upon the Administrative Agent or any other Lender
                      or any of their
                      Related Parties and based on such documents and information
                      as it has deemed
                      appropriate, made its own credit analysis and decision to enter
                      into this
                      Agreement. Each Lender and each Issuer also acknowledges that
                      it will,
                      independently and without reliance upon the Administrative
                      Agent or any other
                      Lender or any of their Related Parties and based on such documents
                      and
                      information as it shall from time to time deem appropriate,
                      continue to make its
                      own decisions in taking or not taking action under or based
                      upon this Agreement,
                      any other Loan Document or any related agreement or any document
                      furnished
                      hereunder or thereunder.
 
 **10.** **8**  **No
                      Other Duties, Etc** **.**
 
 Anything
                      herein to the contrary notwithstanding, none of the Bookrunners
                      or Arrangers
                      listed on the cover page hereof shall have any powers, duties
                      or
                      responsibilities under this Agreement or any of the other Loan
                      Documents, except
                      in its capacity, as applicable, as the Administrative Agent,
                      a Lender or an
                      Issuer hereunder.
 
 **10.** **9**  **Administrative
                      Agent May File Proofs of Claim** **.**
 
 In
                      case
                      of the pendency of any receivership, insolvency, liquidation,
                      bankruptcy,
                      reorganization, arrangement, adjustment, composition or other
                      judicial
                      proceeding relative to the Borrower, the Administrative Agent
                      (irrespective of
                      whether the principal of any Loan or L/C Obligation shall then
                      be due and
                      payable as herein expressed or by declaration or otherwise
                      and irrespective of
                      whether the Administrative Agent shall have made any demand
                      on any Borrower)
                      shall be entitled and empowered, by intervention in such proceeding
                      or
                      otherwise
 
 ( a )  to
                      file
                      and prove a claim for the whole amount of the principal and
                      interest owing and
                      unpaid in respect of the Loans, Letter of Credit Obligations
                      and all other
                      Obligations that are owing and unpaid and to file such other
                      documents as may be
                      necessary or advisable in order to have the claims of the Lenders,
                      the Issuers
                      and the Administrative Agent (including any claim for the reasonable
                      compensation, expenses, disbursements and advances of the Lenders,
                      the Issuers
                      and the Administrative Agent and their respective agents and
                      counsel and all
                      other amounts due the Lenders, the Issuers and the Administrative
                      Agent under Sections 2.5 , 2.19(d) ,
                      and 9.6 )
                      allowed
                      in such judicial proceeding; and
 
 ( b )  to
                      collect and receive any monies or other property payable or
                      deliverable on any
                      such claims and to distribute the same;
 
 and
                      any
                      custodian, receiver, assignee, trustee, liquidator, sequestrator
                      or other
                      similar official in any such judicial proceeding is hereby
                      authorized by each
                      Lender and each Issuer to make such payments to the Administrative
                      Agent and, in
                      the event that the Administrative Agent shall consent to the
                      making of such
                      payments directly to the Lenders and the Issuers, to pay to
                      the Administrative
                      Agent any amount due for the reasonable compensation, expenses,
                      disbursements
  59
 
  and
                      advances of the Administrative Agent and its agents and counsel,
                      and any other
                      amounts due the Administrative Agent under Sections 2.5 and 9.6 .
 
 Nothing
                      contained herein shall be deemed to authorize the Administrative
                      Agent to
                      authorize or consent to or accept or adopt on behalf of any
                      Lender or any Issuer
                      any plan of reorganization, arrangement, adjustment or composition
                      affecting the
                      Obligations or the rights of any Lender or to authorize the
                      Administrative Agent
                      to vote in respect of the claim of any Lender in any such
                      proceeding.
 
 
 **ARTICLE** **XI**
 
 **SETOFF;
                      RATABLE PAYMENTS**
 
 **11.** **1**  **Setoff** **.**
 
 In
                      addition to, and without limitation of, any rights of the Lenders
                      under
                      applicable law, if the Borrower becomes insolvent, however
                      evidenced, or any
                      Default occurs, any and all deposits (including all account
                      balances, whether
                      provisional or final and whether or not collected or available)
                      and any other
                      Indebtedness at any time held or owing by any Lender or any
                      Affiliate of any
                      Lender to or for the credit or account of the Borrower may
                      be offset and applied
                      toward the payment of the Obligations owing to such Lender,
                      whether or not the
                      Obligations, or any part hereof, shall then be due.
 
 **11.** **2**  **Ratable
                      Payments** **.**
 
 If
                      any
                      Lender, whether by setoff or otherwise, has payment made to
                      it upon its
                      Outstanding Credit Exposure (other than payments received pursuant
                      to Section 3.1 , 3.2 , 3.4 or 3.5 and
                      payments made to any Issuer in respect of Reimbursement Obligations
                      so long as
                      the Lenders have not funded their participations therein) in
                      a greater
                      proportion than that received by any other Lender, such Lender
                      agrees, promptly
                      upon demand, to purchase a portion of the Aggregate Outstanding
                      Credit Exposure
                      held by the other Lenders so that after such purchase each
                      Lender will hold its
                      Pro Rata Share of the Aggregate Outstanding Credit Exposure.
                      If any Lender,
                      whether in connection with setoff or amounts which might be
                      subject to setoff or
                      otherwise, receives collateral or other protection for its
                      Obligations or such
                      amounts which may be subject to setoff, such Lender agrees,
                      promptly upon
                      demand, to take such action necessary such that all Lenders
                      share in the
                      benefits of such collateral ratably in accordance with their
                      respective Pro Rata
                      Shares. In case any such payment is disturbed by legal process,
                      or otherwise,
                      appropriate further adjustments shall be made.
  60
  **ARTICLE** **XII**
 
 **BENEFIT
                      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**
 
 **12.** **1**  **Successors
                      and Assigns** **.**
 
 (a)  The
                      provisions of this Agreement shall be binding upon and inure
                      to the benefit of
                      the parties hereto and their respective successors and assigns
                      permitted hereby,
                      except that the Borrower may not assign or otherwise transfer
                      any of its rights
                      or obligations hereunder without the prior written consent
                      of the Administrative
                      Agent and each Lender and no Lender may assign or otherwise
                      transfer any of its
                      rights or obligations hereunder except (i) to an Eligible Assignee
                      in accordance
                      with the provisions of subsection (b) of this Section, (ii)
                      by way of
                      participation in accordance with the provisions of subsection
                      (d) of this
                      Section, or (iii) by way of pledge or assignment of a security
                      interest subject
                      to the restrictions of subsection (d) of this Section (and
                      any other attempted
                      assignment or transfer by any party hereto shall be null and
                      void). Nothing in
                      this Agreement, expressed or implied, shall be construed to
                      confer upon any
                      Person (other than the parties hereto, their respective successors
                      and assigns
                      permitted hereby, Participants to the extent provided in subsection
                      (d) of this
                      Section and, to the extent expressly contemplated hereby, the
                      Related Parties of
                      each of the Administrative Agent, the Issuers and the Lenders)
                      any legal or
                      equitable right, remedy or claim under or by reason of this
                      Agreement.
 
 (b)  Any
                      Lender may at any time assign to one or more Eligible Assignees
                      all or a portion
                      of its rights and obligations under this Agreement (including
                      all or a portion
                      of its Commitment and the Loans (including for purposes of
                      this subsection (b)
                      participations in Letter of Credit Obligations) at the time
                      owing to it); provided that
 
 ( i )  except
                      in
                      the case of an assignment of the entire remaining amount of
                      the assigning
                      Lender’s Commitment and the Loans at the time owing to it or in the
                      case of an
                      assignment to a Lender or an Affiliate of a Lender or an Approved
                      Fund with
                      respect to a Lender, the aggregate amount of the Commitment
                      (which for this
                      purpose includes Loans outstanding thereunder) or, if the Commitment
                      is not then
                      in effect, the principal outstanding balance of the Loans of
                      the assigning
                      Lender subject to each such assignment, determined as of the
                      date the Assignment
                      Agreement with respect to such assignment is delivered to the
                      Administrative
                      Agent or, if “Trade Date” is specified in the Assignment Agreement, as of the
                      Trade Date, shall not be less than $5,000,000 **** unless
                      each of the Administrative Agent and, so long as no Default
                      has occurred and is
                      continuing, the Borrower otherwise consents (each such consent
                      not to be
                      unreasonably withheld or delayed); provided , however ,
                      that
                      concurrent assignments to members of an Assignee Group and
                      concurrent
                      assignments from members of an Assignee Group to a single Eligible
                      Assignee (or
                      to an Eligible Assignee and members of its Assignee Group)
                      will be treated as a
                      single assignment for purposes of determining whether such
                      minimum amount has
                      been met;
 
 ( ii )  each
                      partial assignment shall be made as an assignment of a proportionate
                      part of all
                      the assigning Lender’s rights and obligations under this Agreement with respect
                      to the Loans or the Commitment assigned;
  61
  
  ( iii )  any
                      assignment of a Commitment must be approved by the Administrative
                      Agent and the
                      Issuers unless the Person that is the proposed assignee is
                      itself a Lender
                      (whether or not the proposed assignee would otherwise qualify
                      as an Eligible
                      Assignee);
 
 (iv)  such
                      Lender shall at the same time enter into an Assignment Agreement
                      (as defined in
                      the KCPL Credit Agreement) with the same Eligible Assignee(s)
                      in an amount
                      representing an equal proportion of such Lender’s Commitment (as defined in the
                      KCPL Credit Agreement) under the KCPL Credit Agreement; and
 
 (v)  the
                      parties to each assignment shall execute and deliver to the
                      Administrative Agent
                      an Assignment Agreement, together with a processing and recordation
                      fee in the
                      amount, if any, required as set forth in Schedule
                      IV ,
                      and the
                      Eligible Assignee, if it shall not be a Lender, shall deliver
                      to the
                      Administrative Agent an Administrative Questionnaire.
 
 Subject
                      to acceptance and recording thereof by the Administrative Agent
                      pursuant to
                      subsection (c) of this Section, from and after the effective date specified
                      in each Assignment Agreement, the Eligible Assignee thereunder
                      shall be a party
                      to this Agreement and, to the extent of the interest assigned
                      by such Assignment
                      Agreement, have the rights and obligations of a Lender under
                      this Agreement, and
                      the assigning Lender thereunder shall, to the extent of the
                      interest assigned by
                      such Assignment Agreement, be released from its obligations
                      under this Agreement
                      (and, in the case of an Assignment Agreement covering all of
                      the assigning
                      Lender’s rights and obligations under this Agreement, such Lender
                      shall cease to
                      be a party hereto) but shall continue to be entitled to the
                      benefits of
                      Sections 3.1, 3.4, 3.5, and 9.6 with respect to facts and circumstances
                      occurring prior to the effective date of such assignment. Upon
                      request, the
                      Borrower (at its expense) shall execute and deliver a Note
                      to the assignee
                      Lender. Any assignment or transfer by a Lender of rights or
                      obligations under
                      this Agreement that does not comply with this subsection shall
                      be treated for
                      purposes of this Agreement as a sale by such Lender of a participation
                      in such
                      rights and obligations in accordance with subsection (d) of this
                      Section.
 
 ( c )  The
                      Administrative Agent, acting solely for this purpose as an
                      agent of the
                      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
                      Assignment Agreement delivered to it and a register for the
                      recordation of the
                      names and addresses of the Lenders, and the Commitments of,
                      and principal
                      amounts of the Loans and Letter of Credit Obligations owing
                      to, each Lender
                      pursuant to the terms hereof from time to time (the “Register”). The entries in
                      the Register shall be conclusive, and the Borrower, the Administrative
                      Agent and
                      the Lenders may treat each Person whose name is recorded in
                      the Register
                      pursuant to the terms hereof as a Lender hereunder for all
                      purposes of this
                      Agreement, notwithstanding notice to the contrary. The Register
                      shall be
                      available for inspection by each of the Borrower and the Issuers
                      at any
                      reasonable time and from time to time upon reasonable prior
                      notice. In addition,
                      at any time that a request for a consent for a material or
                      substantive change to
                      the Loan Documents is pending, any Lender may request and receive
                      from the
                      Administrative Agent a copy of the Register.
  62
  
  ( d )  Any
                      Lender may at any time, without the consent of, or notice to,
                      the Borrower or
                      the Administrative Agent, sell participations to any Person
                      (other than a
                      natural person or the Borrower or any of the Borrower’s Affiliates or
                      Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
                      rights and/or obligations under this Agreement (including all
                      or a portion of
                      its Commitment and/or the Loans (including such Lender’s participations in
                      Letter of Credit Obligations) owing to it); provided that
                      (i) such Lender’s obligations under this Agreement shall remain unchanged,
                      (ii) such Lender shall remain solely responsible to the other parties
                      hereto for the performance of such obligations and (iii) the Borrower, the
                      Administrative Agent, the Lenders and the Issuers shall continue
                      to deal solely
                      and directly with such Lender in connection with such Lender’s rights and
                      obligations under this Agreement.
 
 Any
                      agreement or instrument pursuant to which a Lender sells such
                      a participation
                      shall provide that such Lender shall retain the sole right
                      to enforce this
                      Agreement and to approve any amendment, modification or waiver
                      of any provision
                      of this Agreement; provided that
                      such agreement or instrument may provide that such Lender will
                      not, without the
                      consent of the Participant, agree to any amendment, waiver
                      or other modification
                      described in the proviso to Section 8.2 that
                      affects such Participant. Subject to subsection (e) of this Section, the
                      Borrower agrees that each Participant shall be entitled to
                      the benefits of
                      Sections 3.1, 3.4 and 3.5 ** to
                      the
                      same extent as if it were a Lender and had acquired its interest
                      by assignment
                      pursuant to subsection (b) of this Section. To the extent permitted by law,
                      each Participant also shall be entitled to the benefits of
                      Section 11.1 ** as
                      though
                      it were a Lender, provided such
                      Participant agrees to be subject to Section 11.2 as though it were a
                      Lender.
 
 ( e )  A
                      Participant shall not be entitled to receive any greater payment
                      under
                      Section 3.1 or 3.5 ** than
                      the
                      applicable Lender would have been entitled to receive with
                      respect to the
                      participation sold to such Participant, unless the sale of
                      the participation to
                      such Participant is made with the Borrower’s prior written consent. A
                      Participant that would be a Foreign Lender if it were a Lender
                      shall not be
                      entitled to the benefits of Section 3.5 unless the Borrower is notified of
                      the participation sold to such Participant and such Participant
                      agrees, for the
                      benefit of the Borrower, to comply with Section 3.5(iv) as though it were a
                      Lender.
 
 ( f )  Any
                      Lender may at any time pledge or assign a security interest
                      in all or any
                      portion of its rights under this Agreement (including under
                      its Note, if any) to
                      secure obligations of such Lender, including any pledge or
                      assignment to secure
                      obligations to a Federal Reserve Bank; provided that no
                      such pledge or assignment shall release such Lender from any
                      of its obligations
                      hereunder or substitute any such pledgee or assignee for such
                      Lender as a party
                      hereto.
 
 ( g )  The
                      words
“execution,” “signed,” “signature,” and words of like import in any Assignment
                      Agreement shall be deemed to include electronic signatures
                      or the keeping of
                      records in electronic form, each of which shall be of the same
                      legal effect,
                      validity or enforceability as a manually executed signature
                      or the use of a
                      paper-based recordkeeping system, as the case may be, to the
                      extent and as
                      provided for in any applicable law, including the Federal Electronic
                      Signatures
                      in Global and National Commerce Act, the New York State Electronic
                      Signatures
                      and Records Act, or any other similar state laws based on the
                      Uniform Electronic
                      Transactions Act.
  63
  
  (h)  Notwithstanding anything to the contrary contained herein,
                      if at any time Bank
                      of America assigns all of its Commitment and Loans pursuant
                      to
                      subsection (b) above, Bank of America may, upon 30 days’ notice to the
                      Borrower and the Lenders, resign as an Issuer. In the event
                      of any such
                      resignation as an Issuer, the Borrower shall be entitled to
                      appoint from among
                      the Lenders another Issuer hereunder; provided , however ,
                      that no
                      failure by the Borrower to appoint any such Issuer shall affect
                      the resignation
                      of Bank of America as an Issuer. If Bank of America resigns
                      as an Issuer, it
                      shall retain all the rights, powers, privileges and duties
                      of an Issuer
                      hereunder with respect to all Letters of Credit outstanding
                      as of the effective
                      date of its resignation as Issuer and all Letter of Credit
                      Obligations with
                      respect thereto (including the right to require the Lenders
                      to fund risk
                      participations pursuant to Section 2.19(e)).
 
 **12.** **2**  **Replacement
                      of Lenders** **.**
 
 If
                      (i)
                      any Lender requests compensation under Section 3.1, (ii) the Borrower is
                      required to pay any additional amount to any Lender or any
                      governmental
                      authority for the account of any Lender pursuant to Section 3.4 or (iii)
                      any Lender is a Non-Extending Lender pursuant to Section 2.20(b),
                      then the
                      Borrower may, at its sole expense and effort, upon notice to
                      such Lender and the
                      Administrative Agent, require such Lender to assign and delegate,
                      without
                      recourse (in accordance with and subject to the restrictions
                      contained in, and
                      consents required by, Section 12.1(b)), all of its interests, rights and
                      obligations under this Agreement and the related Loan Documents
                      to an Eligible
                      Assignee that shall assume such obligations (which Eligible
                      Assignee may be
                      another Lender, if a Lender accepts such assignment), provided that:
 
 ( a )  the
                      Borrower shall have paid to the Administrative Agent the assignment
                      fee
                      specified in Section 12.1(b);
 
 ( b )  such
                      Lender shall have received payment of an amount equal to the
                      outstanding
                      principal of its Loans and participations, accrued interest
                      thereon, accrued
                      fees and all other amounts payable to it hereunder and under
                      the other Loan
                      Documents from such Eligible Assignee (to the extent of such
                      outstanding
                      principal and accrued interest and fees) or the Borrower (in
                      the case of all
                      other amounts);
 
 ( c )  in
                      the
                      case of any such assignment resulting from a claim for compensation
                      under Section 3.1 or
                      payments required to be made pursuant to Section 3.4 ,
                      such
                      assignment will result in a reduction in such compensation
                      or payments
                      thereafter; and
 
 ( d )  such
                      assignment does not conflict with applicable Laws.
 
 A
                      Lender
                      shall not be required to make any such assignment or delegation
                      if, prior
                      thereto, as a result of a waiver by such Lender or otherwise,
                      the circumstances
                      entitling the Borrower to require such assignment and delegation
                      cease to
                      apply.
  64
  
  **ARTICLE** **XIII**
 
 **NOTICES**
 
 **13.** **1**  **Notices** **.**
 
 Except
                      as
                      otherwise permitted by Section 2.14 with
                      respect to borrowing notices, all notices, requests and other
                      communications to
                      any party hereunder shall be in writing (including electronic
                      transmission,
                      facsimile transmission or similar writing) and shall be given
                      to such party: (i)
                      in the case of the Borrower or the Administrative Agent, at
                      its address or
                      facsimile number set forth on Schedule
                      V ,
                      (ii) in
                      the case of any Lender, at its address or facsimile number
                      specified in its
                      Administrative Questionnaire or (iii) in the case of any party,
                      at such other
                      address or facsimile number as such party may hereafter specify
                      for the purpose
                      by notice to the Administrative Agent and the Borrower in accordance
                      with the
                      provisions of this Section 13.1 .
                      Each
                      such notice, request or other communication shall be effective
                      (a) if given by
                      facsimile transmission, when transmitted to the facsimile number
                      specified in
                      this Section and confirmation of receipt is received, (b) if given by mail,
                      72 hours after such communication is deposited in the mails
                      with first class
                      postage prepaid, addressed as aforesaid, or (c) if given by
                      any other means,
                      when delivered (or, in the case of electronic transmission,
                      received) at the
                      address specified in this Section; provided that
                      notices to the Administrative Agent under Article II shall
                      not be effective until received.
 
 **13.** **2**  **Change
                      of Address** **.**
 
 The
                      Borrower, the Administrative Agent and any Lender may each
                      change the address
                      for service of notice upon it by a notice in writing to the
                      other parties
                      hereto.
 
 
 **ARTICLE** **XIV**
 
 **COUNTERPARTS**
 
 This
                      Agreement may be executed in any number of counterparts, all
                      of which taken
                      together shall constitute one agreement, and any of the parties
                      hereto may
                      execute this Agreement by signing any such counterpart. This
                      Agreement shall be
                      effective when it has been executed by the Borrower, the Administrative
                      Agent
                      and the Lenders and each party has notified the Administrative
                      Agent by
                      facsimile transmission or telephone that it has taken such
                      action.
 
 
 **ARTICLE** **XV**
 
 **OTHER
                      AGENTS**
 
 No
                      Lender
                      identified on the cover page, the signature pages or otherwise
                      in this
                      Agreement, or in any document related hereto, as being the
“Syndication Agent”
or a
  65
 
  “Co-Documentation
                      Agent” shall have any right, power, obligation, liability, responsibility
                      or
                      duty under this Agreement in such capacity other than those
                      applicable to all
                      Lenders. Each Lender acknowledges that it has not relied, and
                      will not rely, on
                      the Syndication Agent or any Co-Documentation Agent in deciding
                      to enter into
                      this Agreement or in taking or refraining from taking any action
                      hereunder or
                      pursuant hereto.
 **ARTICLE** **XVI**
 
 **CHOICE
                      OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL**
 
 **16.** **1**  **CHOICE
                      OF LAW** **.**
 
 THIS
                      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
                      LAWS (AND NOT THE
                      LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT
                      TO FEDERAL LAWS
                      APPLICABLE TO NATIONAL BANKS.
 
 
 **16.** **2**  **CONSENT
                      TO JURISDICTION** **.**
 
 THE
                      BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
                      OF ANY
                      UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW
                      YORK CITY, NEW YORK
                      IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
                      AGREEMENT AND THE
                      BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
                      OF SUCH ACTION OR
                      PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
                      IRREVOCABLY WAIVES
                      ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE
                      OF ANY SUCH SUIT,
                      ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
                      IS AN
                      INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF
                      THE ADMINISTRATIVE
                      AGENT, ANY LENDER OR ANY ISSUER TO BRING PROCEEDINGS AGAINST
                      THE BORROWER IN THE
                      COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
                      THE BORROWER
                      AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE
                      OF THE
                      ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
                      ANY MATTER
                      IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
                      AGREEMENT SHALL BE
                      BROUGHT ONLY IN A COURT IN NEW YORK CITY, NEW YORK.
 
 **16.** **3**  **WAIVER
                      OF JURY TRIAL** **.**
 
 THE
                      BORROWER, THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER
                      HEREBY WAIVE
                      TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
                      OR INDIRECTLY, ANY
                      MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN
                      ANY WAY ARISING OUT
                      OF, RELATED TO,
  66
 
  OR
                      CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
                      THEREUNDER.
 
 
 **ARTICLE** **XVII**
 
 **TERMINATION
                      OF EXISTING CREDIT FACILIT** **Y**
 
 Lenders
                      which are parties to the Existing Credit Facility (and which
                      constitute
“Required Lenders” under and as defined in the Existing Credit Facility) hereby
                      waive any advance notice requirement for terminating the commitments
                      under the
                      Existing Credit Facility, and the Borrower and the applicable
                      Lenders agree that
                      the Existing Credit Facility and the commitments thereunder
                      shall be terminated
                      on the date hereof (except for any provisions thereof which
                      by their terms
                      survive termination thereof).
  67
  
 IN
                        WITNESS WHEREOF, the Borrower, the Lenders, the Issuers and
                        the Agents have
                        executed this Agreement as of the date first above written.
 GREAT
                                    PLAINS ENERGY INCORPORATED
                                  
                                  By:  /s/Michael
                                    W. Cline
                                  Name:  Michael
                                    W. Cline
                                  Title:  Treasurer
                                    and Chief Risk
                                    Officer







BANK
                OF AMERICA, N.A.,
              as
                Administrative Agent
              
              By:  /s/Kevin
                Wagley
              Name:  Kevin
                Wagley
              Title:  Senior
                Vice President









BANK
                  OF AMERICA, N.A.,
                as
                  an Issuer and as a Lender
                
                By:  /s/Kevin
                  Wagley
                Name:  Kevin
                  Wagley
                Title:  Senior
                  Vice President
  
 JPMORGAN
                    CHASE BANK, N.A.,
                  as
                    Syndication Agent, as an Issuer and as a Lender
                  
                  By:  /s/Nancy
                    R. Barwig
                  Name:  Nancy
                    R. Barwig
                  Title:  
                    Vice President





BNP
                  PARIBAS,
                as
                  a Lender
                
                By:  /s/Francis
                  J. Delaney
                Name:  Francis
                  J. Delaney
                Title:  Managing
                  Director
                
                By:  /s/Andrew
                  Platt
                Name:  Andrew
                  Platt
                Title:  
                  Director


THE
                BANK OF TOKYO-MITSUBISHI UFJ,
              LIMITED,
                CHICAGO BRANCH,
              as
                a Lender
              
              By:  /s/Tsuguyuki
                Umene
              Name:  Tsuguyuki
                Umene
              Title:  Deputy
                General Manager







WACHOVIA
                BANK N.A.,
              as
                a Lender
              
              By:  /s/Allison
                Newman
              Name:  Allison
                Newman
              Title:  Vice
                President







BANK
                OF NEW YORK,
              as
                a Lender
              
              By:  /s/John-Paul
                Marotta
              Name:  John-Paul
                Marotta
              Title:  Managing
                Director







KEYBANK
                NATIONAL ASSOCIATION,
              as
                a Lender
              
              By:  /s/Keven
                D. Smith
              Name:  Keven
                D. Smith
              Title:  Senior
                Vice President







THE
                BANK OF NOVA SCOTIA,
              as
                a Lender
              
              By:  /s/Thane
                Rattew
              Name:  Thane
                Rattew
              Title:  Managing
                Director







UMB
                BANK, N.A.,
              as
                a Lender
              
              By:  /s/Robert
                P. Elbert
              Name:  Robert
                P. Elbert
              Title:  Senior
                Vice President





COMMERCE
                BANK, N.A.,
              as
                a Lender
              
              By:  /s/R.
                David Emley, Jr.
              Name:  David
                Emley, Jr.
              Title:  
                Vice President