Exhibit 10.5

June 30, 2004

Great Plains Energy Incorporated
1201 Walnut
Kansas City, Missouri 64141
Attention: Andrea F. Bielsker, Treasurer

Re:     First Amendment to Credit Agreement

Dear Ladies/Gentlemen:

Please refer to the Three-Year Credit Agreement dated as of March 5, 2004 (the "Credit Agreement") among Great Plains Energy Incorporated (the "Borrower"), various financial institutions and Bank One, NA, as Administrative Agent.  Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

At the request of the Borrower, the Required Lenders agree that Section 6.12(xvii) is amended in its entirety to read as follows:

(xvii)     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 $140,000,000.

This letter amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same letter amendment.  This letter amendment shall become effective when the Administrative Agent has received (by facsimile or otherwise) counterparts hereof executed by the Borrower and the Required Lenders.

This letter amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to Federal laws applicable to national banks.

The Borrower represents and warrants to the Administrative Agent and the Lenders that, after giving effect to the effectiveness hereof, (a) the representations and warranties contained in Article V of the Credit Agreement are true and correct (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 (b) no Default or Unmatured Default exists.

Except as specifically set forth above, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.  After the effectiveness hereof, all references in the Credit Agreement to "Agreement" or similar terms shall refer to the Credit Agreement as amended hereby.

Very truly yours,

BANK ONE, NA, as Administrative Agent and as a Lender

By: /s/Jane Bek KeilName: Jane Bek KeilTitle: DirectorBNP PARIBAS
By: /s/Mark A. RenaudTitle: Managing DirectorBy: /s/Dan CozineTitle: Managing DirectorCOMMERZBANK AG
New York and Grand Cayman Branches
By: ______________________________________
Title: _____________________________________
KEYBANK NATIONAL ASSOCIATION
By: /s/Laurie MullerTitle: Senior Vice PresidentWACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/Rotcher WatkinsTitle: Managing DirectorCOBANK, ACB
By: ______________________________________
Title: _____________________________________
THE BANK OF NEW YORK
By: /s/Nathan S. Howard
Title: Vice President
THE BANK OF NOVA SCOTIA
By: Denis P. O'Meara
Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION
By: Thomas A. Majeski
Title: Vice President
U.S. BANK, NATIONAL ASSOCIATION
By: ______________________________________
Title: _____________________________________
BANK HAPOALIM
By: ______________________________________
Title: _____________________________________
LASALLE BANK NATIONAL ASSOCIATION
By: Meghan C. Payne
Title: FVP
BANK OF AMERICA, N.A.
By: Michelle A. Schoenfeld
Title: Principal
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: ______________________________________
Title: _____________________________________
MIZUHO CORPORATE BANK, LTD.
By: ______________________________________
Title: _____________________________________
FLEET NATIONAL BANK
By: Michelle A. Schoenfeld
Title: Principal
FIFTH THIRD BANK
By: Christine L. Wagner
Title: Vice President
MERRILL LYNCH BANK USA
By: /s/Louis Alder
Title: Director

Acknowledged and Agreed:

GREAT PLAINS ENERGY INCORPORATED

By: /s/Andrea F. BielskerName: Andrea F. BielskerTitle: Senior Vice President - Finance and        Chief Financial Officer and Treasurer