Exhibit
10.2.1
  EXECUTION
VERSION
  AMENDMENT
NO. 2
  
 AMENDMENT NO. 2 dated as of July 11,
2008 (the “Amendment”) among
KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY (the “Seller”), KANSAS CITY
POWER & LIGHT COMPANY (the initial collection agent, “Collection Agent”),
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (the “Agent”) and VICTORY
RECEIVABLES CORPORATION (the “Purchaser”) to the
RECEIVABLES SALE AGREEMENT, dated as of July 1, 2005, among the parties
hereto.
 
 W I T N E S S E T H:
  WHEREAS, the Seller, the
Collection Agent, the Purchaser and the Agent have heretofore entered into a
Receivables Sale Agreement dated as of July 1, 2005, as amended by Amendment No.
1 to the Receivables Sale Agreement dated as of April 2, 2007(as so amended, modified or
supplementedfrom time to time, the “Agreement”);  and
  WHEREAS, the Seller, the
Collection Agent, the Purchaser and the Agent seek to modify the Agreement upon
the terms hereof.
  NOW, THEREFORE, in exchange
for good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged and confirmed), the Seller, the Collection Agent, the
Purchaser and the Agent hereto agree as follows:
  A G R E E M E N
T:
  1.           Definitions.  Unless
otherwise defined or provided herein, capitalized terms used herein have the
meanings attributed thereto in the Agreement.
  2.           Amendments.  The
Agreement is hereby amended as follows:
  A.           The
definition of “Termination Date” in Schedule I of the Agreement is hereby
amended and restated in its entirety to read as follows:
 
 “Termination Date” means the
earliest of (a) the date of the occurrence of a Termination Event described in
clause (e) of the definition of Termination Event, (b) the date designated by
the Agent to the Seller at any time upon the occurrence of any other Termination
Event (c) 20 Business Days following notice of termination delivered from Seller
to Agent and (d) July 10, 2009.
 
  
 
 
 B.
              The
      definition of “Special Limit” in Schedule I of the Agreement is hereby
      deleted in its entirety.
 
 C.
              The
      definition of “Eligible Receivable Balance” in Schedule I of the Agreement
      is hereby amended and restated in its entirety to read as
      follows:
  “Eligible Receivable Balance”
means, at any time, the aggregate outstanding principal balance of all Eligible
Receivables less the sum of (i) the portion of the aggregate outstanding
principal balance of Eligible Receivables which exceed the Concentration Limit,
(ii) the Customer Deposit Amount and (iii) the amount, if any, by
which the outstanding balance of Eligible Receivables for which the Originator
has not yet issued an invoice exceeds 60% of the outstanding balance of all
Eligible Receivables.
 
 3.           Conditions to
Effectiveness.  This Amendment shall be effective as of the
date first above written upon satisfaction of the following conditions
precedent:
  (a)           Execution of
Amendment.  The Agent shall have received a counterpart of this
Amendment duly executed by the Seller, the Collection Agent and the
Purchaser.
  (b)           No
Defaults.  No Termination Event shall have occurred and be
continuing either before or immediately after giving effect to this
Amendment.
  (c)           Representations and
Warranties True.  The representations and warranties of the
Seller contained in the Agreement shall be true and correct both as of the date
hereof and immediately after giving effect to this Amendment.
  4.           Reference to and Effect on
the Agreement and the Transaction Documents.
  (a)           The
Transaction Documents and this Agreement (except as specifically amended herein)
is hereby ratified and confirmed in all respects by each of the parties hereto
and shall remain in full force and effect in accordance with its respective
terms.
  (b)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of or amendment to any right,
power or remedy of the Agent or the Purchaser under, nor constitute a waiver of
or amendment to, any other provision or condition under any Transaction Document
other than as specifically contemplated by the Agreement.
 
 
  5.           Successors and
Assigns.   This Amendment shall be binding upon and inure
to the benefit of the Seller, the Collection Agent, the Purchaser and the Agent,
and their respective successors and assigns.
  6.           Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by each party hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original and both of
which taken together shall constitute one and the same
instrument.  Delivery of an executed counterpart hereof by telecopy or
other electronic means shall be deemed to be an original.
  7.           Governing
Law.  This Amendment shall be governed by, and shall be
construed in accordance with, the internal laws of the State of New York
(including Section 5-1401-1 of the General Obligations Law), but without regard
to any other conflicts of law provisions thereof.
  8.           Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment or are given any substantive
effect.
  
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REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
    
  
  IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.
  
 SELLER:
              KANSAS
      CITY POWER & LIGHT RECEIVABLES COMPANYBy:
              /s/
      James P. GilliganName:
              James
      P. GilliganTitle:
              PresidentCOLLECTION
      AGENT:
              KANSAS
      CITY POWER & LIGHT COMPANYBy:
              /s/
      Michael W. ClineName:
              Michael
      W. ClineTitle:
              TreasurerPURCHASER:
              VICTORY
      RECEIVABLES CORPORATIONBy:
              /S/
      Franklin P. CollazoName:
              Franklin
      P. CollazoTitle:
              SecretaryAgreed
      and accepted to by:AGENT:
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD.,  NEW YORK
    BRANCHBy:
              /s/
      Ichinari MatsuiName:
              Ichinari
      MatsuiTitle:
              SVP
      & Group Head