EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
  

	
	 GOLDMAN SACHS BANK USA

GOLDMAN SACHS LENDING PARTNERS LLC

200 West Street
 New York, New York
10282-2198


 PERSONAL AND CONFIDENTIAL 

May 29, 2016 
 Great Plains Energy Incorporated 

1200 Main Street 
 Kansas City, Missouri 64105 

 

			
	Attention:	 	Kevin Bryant, Senior Vice President – Finance and Strategy
		 	and Chief Financial Officer

 Project Wizard 

$8.017 Billion Senior Unsecured Bridge Facility 

Commitment Letter 
 Ladies and Gentlemen:

 You have advised Goldman Sachs Bank USA (“Goldman Sachs”) and Goldman Sachs Lending Partners LLC (“GS Lending Partners”
and, together with Goldman Sachs and each Lender (as defined below) that becomes a party hereto in accordance with Section 3 hereof, collectively, the “Commitment Parties,” “we” or
“us”), that Great Plains Energy Incorporated (the “Company” or “you”), intends to acquire (the “Acquisition”) all of the equity interests of a company previously
identified to us and codenamed Sky (the “Target”) pursuant to an Agreement and Plan of Merger to be entered into by and among the Company, a wholly-owned domestic subsidiary of the Company and the Target (the
“Acquisition Agreement”) and to consummate certain transactions described therein and in this Commitment Letter, in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A and B
(collectively, the “Commitment Letter”). 
 You have also advised us that the total cost of the Acquisition (and related fees, commissions
and expenses (collectively, “Transactions Costs”)) will be provided by a combination of (a) cash on the balance sheet, (b) the issuance by you of a combination of equity securities, equity-linked securities and unsecured debt
securities (the foregoing, collectively, the “Securities”), and/or (c) to the extent that the Securities are not issued on or prior to the closing of the Acquisition, up to $8.017 billion of borrowings under a senior unsecured
364-day term loan facility (the “Bridge Facility”) comprised of (i) a $7.517 billion tranche (“Tranche 1”) which Tranche 1 may be borrowed in lieu of the Securities and (ii) a $500.0 million tranche
(“Tranche 2” and, each of Tranche 1 and Tranche 2, a “Tranche”) which Tranche 2 may be borrowed for the working capital purposes of the Company (other than consummation of the Acquisition), in each case having the
terms set forth in Exhibit A. 
 In addition, you have advised us that you intend to amend (the “Amendment”) the Existing Revolving
Credit Agreement (as defined in Exhibit A), which Amendment shall result in the Borrower having a Capitalization Covenant (as defined in Exhibit A) which, for a period of 364 days following the Closing Date, shall be consistent with the
Capitalization Covenant set forth in Exhibit A under the Section titled “Financial Covenant” and thereafter shall revert to such covenant as set forth in the Existing Revolving Credit Agreement as of the date hereof. 

  
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 The Acquisition, the Bridge Facility, the Amendment and the transactions contemplated by or related to the
foregoing are collectively referred to as the “Transactions”. No other financing will be required for the Transactions. 
  

	1.	Commitments and Agency Roles 

 You hereby appoint Goldman Sachs to act, and Goldman Sachs hereby agrees
to act, as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Bridge Facility. You hereby appoint Goldman Sachs to act, and Goldman Sachs hereby agrees to act, as sole lead arranger and
sole bookrunner (in such capacities, the “Arranger”) for the Amendment and the Bridge Facility. You agree that no other titles will be awarded and no compensation will be paid (other than as expressly contemplated by this Commitment
Letter and the Fee Letter) in connection with the Bridge Facility unless you and we shall so agree. The Arranger and the Administrative Agent will have the rights and authority customarily given to financial institutions in such roles. Goldman Sachs
is pleased to advise you of its commitment to provide to the Company, severally and not jointly, $3.25 billion of Tranche 1 of the Bridge Facility and GS Lending Partners is pleased to advise you of its commitment to provide to the Company,
severally and not jointly, (i) $4.267 billion of Tranche 1 of the Bridge Facility and (ii) 100% of the aggregate principal amount of Tranche 2 of the Bridge Facility, in each case, on the terms and subject to the conditions set forth in this
Commitment Letter and the Fee Letter referred to below; provided, that any event occurring after the date hereof and prior to the Closing Date (as defined in Exhibit A) that would result in a mandatory prepayment or commitment reduction with
respect to Tranche 1, or a commitment termination with respect to Tranche 2, of the Bridge Facility as set forth in Exhibit A under the Section titled “Mandatory Prepayments and Commitment Reductions” shall reduce on a pro rata basis (or
be allocated between any affiliated Commitment Parties as they may otherwise determine) or (in the case of Tranche 2) terminate, each Commitment Party’s aggregate commitment with respect to such Tranche of the Bridge Facility under this
Commitment Letter on a dollar-for-dollar basis. 
 The Arranger is also pleased to agree to use commercially reasonable efforts to solicit the consent of
the “Required Lenders” (under and as defined in the Existing Revolving Credit Agreement) to the Amendment. 
 Our fees for services related to the
Amendment and the Bridge Facility are set forth in a separate fee letter (the “Fee Letter”) between you and us entered into on the date hereof. As consideration for the execution and delivery of this Commitment Letter by us, you
agree to pay the fees and expenses set forth in the Fee Letter as and when payable in accordance with the terms hereof and thereof. 
  

	2.	Conditions Precedent 

 Our commitments hereunder and our agreements to perform the services described
herein are subject only to the satisfaction or waiver of the conditions set forth in Exhibit B.
 Notwithstanding anything to the contrary contained in this
Commitment Letter, the Fee Letter, the Loan Documents (as defined below) or any other letter agreement between you and us concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which
will be a condition to the availability of the Bridge Facility on the Closing Date will be (a) the representations made by or with respect to the Target in the Acquisition Agreement that are material to the interests of the Lenders (but only to the
extent that the breach of such representations would permit you or your applicable subsidiary to terminate your obligations under the Acquisition Agreement or to decline to close 

  
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the Acquisition as a result of a breach of such representations in the Acquisition Agreement) (the “Target Representations”) and (b) the Specified Representations (as defined
below) and (ii) the terms of the Loan Documents shall be in a form such that they do not impair the availability of the Bridge Facility on the Closing Date if the conditions set forth herein are satisfied. For purposes hereof, “Specified
Representations” means the representations and warranties of the Company referred to in Exhibit A relating to corporate existence of the Company, corporate power and authority to enter into the Loan Documents; due authorization, execution
and delivery and enforceability of the Loan Documents; no conflicts of the Loan Documents with (i) the Company’s organizational documents, (ii) any applicable law or governmental order in any material respect or (iii) any indenture, instrument
or agreement for committed or funded indebtedness of the Company in excess of $100.0 million; Investment Company Act; margin stock; solvency (to be defined in a manner consistent with the solvency definition set forth in Annex I to Exhibit B);
Patriot Act; OFAC; FCPA; other anti-terrorism laws; and anti-money laundering laws. There shall be no conditions to closing and funding the Bridge Facility other than those set forth in Exhibit B. 

 

	3.	Syndication 

 The Arranger intends promptly after the date hereof, and reserves the right, to seek the
required consent to the Amendment and to syndicate the Bridge Facility to the Lenders (as such term is defined in Exhibit A), which syndication may occur in one or more stages. The Arranger will lead the syndication in consultation with you,
including determining the timing of all offers to prospective Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from
the amounts to be paid to the Arranger pursuant to the terms of this Commitment Letter and the Fee Letter, and will, in consultation with you and on terms consistent with this Commitment Letter and the Fee Letter, determine the final commitment
allocations. Each of Goldman Sachs’ and GS Lending Partner’s commitments hereunder with respect to each Tranche of the Bridge Facility shall be reduced within such Tranche on a pro rata basis (or allocated between them as they may
otherwise determined; provided, that such allocation shall not change the combined commitment reduction required under the terms hereof with respect to such affiliated Commitment Parties) dollar for dollar basis as and when commitments for
such Tranche of the Bridge Facility are received from Lenders to the extent that each such Lender becomes (i) party to this Commitment Letter as an additional “Commitment Party” pursuant to a joinder agreement or other documentation
reasonably satisfactory to the Arranger and you (each a “Joinder Agreement”) or (ii) party to the Bridge Loan Agreement (as defined below) as a “Lender” thereunder. With respect to any syndication, assignment or
participation other than through a Lender becoming party to this Commitment Letter or the Bridge Loan Agreement as set forth in the preceding sentence, each of Goldman Sachs and GS Lending Partners shall not be relieved, released or novated from its
commitments hereunder until the funding on the Closing Date has occurred. The Company agrees to use commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit from the existing lending and investment banking
relationships of the Company. To facilitate an orderly and successful syndication of the Bridge Facility, you agree that, until the earliest of (a) the termination by the Arranger of syndication of the Bridge Facility, (b) 60 days following the
Closing Date and (c) the date a “successful syndication” of the Bridge Facility (as defined in the Fee Letter) is achieved (the “Syndication Date”), you will not, and agree to use commercially reasonable efforts (to the
extent not in contravention of the Acquisition Agreement) to ensure that the Target will not, syndicate or issue, attempt to syndicate or issue, or announce or authorize the announcement of the syndication or issuance of, any competing debt facility
or debt or equity security of the Target or the Company or any of their respective subsidiaries, including any renewal or refinancing of any existing debt facility or debt security (other than (i) existing ordinary course bilateral working capital
facilities, (ii) commercial paper issuance, letters of credit and swap agreements, (iii) the Bridge Facility, (iv) the Securities, (v) the Amendment and any other extensions, refinancings and renewals of existing indebtedness that is scheduled to
mature while any commitments or loans with respect to the 

  
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Bridge Facility may be outstanding (provided that any such extension, refinancing or renewal shall not increase the aggregate commitments or principal amount thereof and the Arranger shall
act as the “lead left” arranger with respect to any indebtedness of the Company, but not its subsidiaries), (vi) accounts receivables facilities, (vii) purchase money and asset financing incurred in the ordinary course of business; (viii)
trade and customer related financing in the ordinary course of business and (ix) debt issuances, extensions and amendments by the Target and its subsidiaries prior to the Closing Date permitted under the Acquisition Agreement), in each case without
the prior written consent of the Arranger (not to be unreasonably withheld or delayed), in each case if the announcement, syndication or issuance of such facilities or securities would reasonably be expected to interfere with the syndication of the
Bridge Facility as reasonably determined by the Arranger. 
 Until the Syndication Date, you agree to, and agree to use commercially reasonable efforts to
cause the Target to assist, but in all instances subject to, and not in contravention of, the terms of the Acquisition Agreement, the Arranger in achieving a syndication of the Bridge Facility that is reasonably satisfactory to the Arranger and you,
including providing, upon reasonable request by the Arranger, information customary for transactions of this type reasonably deemed necessary by the Arranger to complete such syndication, including using your commercially reasonable efforts in:
(i) assisting in the preparation of a customary information memorandum (the “Information Memorandum”), a customary lender presentation (the “Lender Presentation”) and other customary presentation materials
(collectively, the “Facility Marketing Materials”) reasonably acceptable in form and content to the Arranger and you regarding the business, operations, financial projections and prospects of the Company and the Target (including
the financial information and projections described in Exhibit B) including without limitation the delivery of all information relating to the Transactions prepared by or on behalf of the Company that the Arranger deems reasonably necessary to
complete the syndication of the Bridge Facility; (ii) using commercially reasonable efforts to obtain prior to the launch of general syndication updated ratings of the Company’s senior unsecured indebtedness from Moody’s and from S&P
(each as defined in Exhibit A); (iii) arranging for direct communications with prospective Lenders in connection with the syndication of the Bridge Facility (including without limitation direct contact with senior management of the Company); (iv)
hosting (including any preparations with respect thereto) with the Arranger at places and times to be mutually agreed by the Arranger and the Company one or more meetings with prospective Lenders; and (v) executing one or more Joinder Agreements at
the reasonable request of the Arranger. Notwithstanding anything to the contrary contained in this Commitment Letter, the Fee Letter or any other letter agreement, the Loan Documents or other undertaking concerning the financing of the Transactions
contemplated hereby, neither the commencement nor the completion of the syndication of the Bridge Facility constitute a condition to the availability or funding of the Bridge Facility on the Closing Date. It is also understood that you will not be
required to provide any information to the extent that the provision thereof would violate (i) any attorney-client privilege, (ii) any law, rule or regulation applicable to you, the Target or your or its respective affiliates or (iii) any obligation
of confidentiality from a third party binding on you, the Target or your or its respective affiliates (so long as such confidentiality obligation was not entered into in contemplation of the Transactions); provided that in the event
that you do not provide information in reliance on this sentence, you shall provide notice to the Arranger that such information is being withheld and you shall use your commercially reasonable efforts to communicate, to the extent feasible, the
applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. 
 You will be solely responsible for the
contents of the Facility Marketing Materials and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information without independent
verification thereof.

  
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 You understand that certain prospective Lenders (such Lenders, “Public Lenders”) may have
personnel that do not wish to receive MNPI (as defined below). At the Arranger’s request, you agree to assist in the preparation of an additional version of the Facility Marketing Materials that does not contain material non-public information
(for purposes of United States federal or state securities laws) concerning you, the Target or your or its respective subsidiaries or your or its respective securities (collectively, “MNPI”) which is suitable to make available to
Public Lenders. You acknowledge and agree that the following documents may be distributed to Public Lenders (after you have been given a reasonable opportunity to review such documents), unless you advise the Arranger in writing (including by email)
prior to their distribution that such material should only be distributed to prospective private Lenders: (a) drafts and final versions of an amendment to the Existing Revolving Credit Facility and the definitive loan documents relating to the
Bridge Facility, which shall be comprised of a credit agreement (the “Bridge Loan Agreement”) and notes (if any) (collectively, the “Loan Documents”); (b) administrative materials prepared by the Arranger for
prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) term sheets and notification of changes in the terms and conditions of the Bridge Facility. Before distribution of
any Facility Marketing Materials in connection with the syndication of the Bridge Facility (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii)
to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of information that does not contain MNPI (the “Public Information Materials”) to Public Lenders and confirming the absence of
MNPI therein. The Facilities Marketing Materials provided to Lenders and prospective Lenders will be accompanied by a disclaimer exculpating the Company, the Target and us with respect to any use thereof and of any related materials by the
recipients thereof. In addition, at the Arranger’s request, you will use commercially reasonable efforts to identify Public Information Materials by marking the same as “PUBLIC”. 

 

	4.	Information 

 You represent and warrant that (with respect to information relating to the Target and its
subsidiaries, to the best of your knowledge) (i) all written information (other than projections, estimates, forecasts and other information of a general economic or industry specific nature) that has been or will be made available to the
Arranger, each Commitment Party or the Lenders directly or indirectly by or on behalf of the Company or the Target in connection with the Transactions is and will be when furnished, when taken as a whole, correct in all material respects and does
not and will not contain when furnished, when taken as a whole, any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such
statements are made (in each case after giving effect to all supplements and updates provided thereto) and (ii) the projections and other forward-looking information that have been or will be made available to the Arranger, each Commitment
Party or the Lenders directly or indirectly by or on behalf of the Company or the Target in connection with the Transactions have been and will be prepared in good faith based upon assumptions that are believed by you to be reasonable when made and
when made available to the Arranger, each Commitment Party, the Lenders and their respective affiliates; it being understood that the projections and other forward-looking information are as to future events and are not to be viewed as facts, are
subject to significant uncertainties and contingencies, many of which are out of your control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such
projections may differ significantly from the projected results and such differences may be material. You agree that if at any time prior to the later of (x) the Closing Date and (y) the earlier of (i) 60 days following the Closing Date and
(ii) the Syndication Date, any of the representations in the preceding sentence would be incorrect (to the best of your knowledge insofar as it applies to information concerning the Target and its subsidiaries), then you will promptly supplement, or
cause to be supplemented (or, with respect to information concerning the Target and its subsidiaries, use commercially reasonable efforts to supplement), the information and projections so that 

  
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such representations will be correct in light of the circumstances in which such statements are made (to the best of your knowledge insofar as it applies to information concerning the Target and
its subsidiaries). You understand that in providing our services pursuant to this Commitment Letter we may use and rely on the information and projections without independent verification thereof. 

 

	5.	Indemnification 

 You hereby agree to indemnify upon demand and hold harmless the Administrative Agent,
the Arranger, each Lender (including in any event each Commitment Party) and their respective affiliates and each partner, trustee, shareholder, director, officer, employee, advisor, representative, agent, attorney and controlling person thereof
(each of the above, an “Indemnified Person”), from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses (including legal expenses), joint
or several, of any kind or nature whatsoever that may be brought or threatened by the Company, the Target or any of their respective affiliates or any other person or entity and which may be incurred by or asserted against or involve any Indemnified
Person (whether or not any Indemnified Person is a party to such action, suit, proceeding or claim) as a result of or arising out of or in any way related to or resulting from the Acquisition, this Commitment Letter, the Fee Letter, the Bridge
Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility; provided that you will not have to indemnify an Indemnified Person against any claim,
loss, damage, liability or expense to the extent the same resulted from (A) the gross negligence or willful misconduct of such Indemnified Person or any of its affiliates or related parties, (B) any material breach of the obligations of such
Indemnified Person or any of its affiliates or related parties under this Commitment Letter, the Fee Letter or any Loan Documents or (C) any dispute among Indemnified Persons that does not involve an act or omission by you or any of your
subsidiaries (other than any claims against the Administrative Agent or the Arranger in their capacity as such but subject to clause (A) above), in the case of clauses (A) through (C), to the extent determined by a court of competent jurisdiction in
a final and non-appealable judgment; provided, further, that you shall not be required to reimburse the costs of more than one counsel to all Indemnified Persons (and, if reasonably necessary, one local counsel in any relevant
jurisdiction or one specialist counsel in any applicable specialty approved by you) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and if reasonably necessary, one local counsel plus one specialist
counsel, in respectively, any relevant jurisdiction or applicable specialty) to the affected Indemnified Persons. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person will be responsible or liable to you or any
other person or entity for damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems. 

Your indemnity and reimbursement obligations under this Section 5 will be in addition to any liability that you may otherwise have and will be binding upon
and inure to the benefit of the successors, assigns, heirs and personal representatives of you and the Indemnified Persons. 
 Neither we nor any other
Indemnified Person will be responsible or liable to you or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a result of the Acquisition, this Commitment Letter, the Fee Letter, the Bridge
Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility. Neither you nor any of your affiliates will be responsible or liable to the Arranger or any
other Indemnified Person or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a result of the Acquisition, this Commitment Letter, the Fee Letter, the Bridge Facility, the Transactions or
any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility; provided that nothing in this sentence shall limit your indemnity and reimbursement obligations set forth in this
Section 5. 

  
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	6.	Assignments 

 This Commitment Letter may not be assigned by a party hereto without the prior written
consent of each other party hereto (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in
favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person); provided, however, that each Commitment Party may assign its commitments and agreements hereunder,
in whole or in part, to (i) any of its affiliates (provided that, except in the case of a Commitment Party assigning its commitment to its affiliate which is also a Commitment Party, such assigning Commitment Party shall not be released from
its portion of its commitment so assigned to the extent that such affiliate fails to fund the portion of the commitment so assigned to it on the Closing Date) and (ii) in the case of each of Goldman Sachs and GS Lending Partners only, to any
additional “Commitment Parties” who become party to this Commitment Letter pursuant to a Joinder Agreement as provided in Section 3 above, and upon any such assignment, each of Goldman Sachs and GS Lending Partners will be released from
that portion of its commitments and agreements that has been so assigned. This Commitment Letter may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. In the
event that any reduction of the commitments of the Commitment Parties is required under the terms hereof, Commitment Parties which are affiliated with each other may allocate such reduction of commitments between themselves as such affiliated
Commitment Parties may agree, provided that such allocation shall not change the combined commitment reduction required under the terms hereof with respect to such affiliated Commitment Parties. 

 

	7.	USA PATRIOT Act Notification 

 The Arranger notifies the Company and the Target that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, supplemented or modified from time to time, the “Patriot
Act”) it and each Lender may be required to obtain, verify and record information that identifies the Company and the Target, including the name and address of each such Person and other information that will allow the Arranger and each
Lender to identify the Company and the Target in accordance with the Patriot Act and other applicable “know your customer” and anti-money laundering rules and regulations. This notice is given in accordance with the requirements of the
Patriot Act and is effective for the Arranger and each Lender. 
  

	8.	Sharing Information; Affiliate Activities; Absence of Fiduciary Relationship 

 Please note that this
Commitment Letter, the Fee Letter and any written communications provided by each Commitment Party, the Arranger or any of their affiliates in connection with the Transactions are confidential and may not be disclosed to any other person or entity
without our prior written consent except, pursuant to applicable law or compulsory legal process (in which case you agree, to the extent practicable and not prohibited by applicable law, to inform us promptly thereof); provided that we
hereby consent to your disclosure of (i) this Commitment Letter and the Fee Letter and such communications (A) to the Company’s officers, directors, agents and advisors who are directly involved in the consideration of the Transactions on
a confidential basis, (B) pursuant to a subpoena or order issued by a court or by a judicial, administrative or legislative body or committee, or as otherwise required by applicable law or compulsory legal process (in which case you agree to inform
us promptly thereof to the extent not prohibited by law) or (C) upon the request or demand of any regulatory authority purporting to have jurisdiction over you or any of your subsidiaries (in which case you agree to inform us promptly thereof to the
extent not prohibited by law), (ii) this Commitment Letter and the information contained herein and the Fee Letter (redacted in a manner reasonably satisfactory to us) to the Target and its affiliates, and their respective officers, directors,
employees, agents, attorneys, accountants and other advisors in connection 

  
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with the Transactions, in each case, who are directly involved in the consideration of the Transactions to the extent you notify such persons of their obligation to keep this Commitment Letter
and the information contained herein and the Fee Letter confidential, (iii) following your acceptance of the provisions hereof and return of an executed counterpart of this Commitment Letter to the Arranger as provided below, you may file a copy of
any portion of this Commitment Letter (but not the Fee Letter other than the existence thereof) in any public record in which you are required by law or regulation on the advice of your counsel to file it, (iv) you may disclose the aggregate fee
amounts contained in the Fee Letter as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to aggregate compensation amounts related to the Transactions to the extent customary or required in
offering and marketing materials for the Bridge Facility, Securities or in any public filing relating to the Transactions, in each case in a manner which does not disclose the fees payable pursuant to the Fee Letter, on a confidential basis, (v)
following the execution of this Commitment Letter, you may disclose to the Lenders and the prospective Lenders the amount of the applicable fees under the Fee Letter to the extent that they are stated therein to be for the account of the Lenders,
(vi) this Commitment Letter and the information contained herein and the Fee Letter in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, Fee Letter or the transactions
contemplated thereby or enforcement thereof or hereof and (vii) this Commitment Letter and the information contained herein to any rating agency on a confidential basis and in consultation with the Arranger. 

Each Commitment Party agrees that it will treat as confidential all information provided to it hereunder by or on behalf of the Company, the Target or any of
your or their respective subsidiaries or affiliates; provided, however, that nothing herein will prevent such Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency
or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees to inform you promptly thereof to the extent practicable and not prohibited by law), (b)
upon the request or demand of any regulatory authority having jurisdiction over such person or any of its affiliates, (c) to the extent that such information is publicly available or becomes publicly available other than by reason of improper
disclosure by such person, its affiliates or representatives, (d) to such person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, advisors, representatives, independent auditors and other
experts or agents who need to know such information and on a confidential basis, (e) to potential and prospective Lenders or any direct or indirect contractual counterparties to any swap or derivative transaction relating to you or your obligations
under the Bridge Facility, in each case, subject to such recipient’s agreement (which agreement may be in writing or by “click through” agreement or other affirmative action on the part of the recipient to access such information and
acknowledge its confidentiality obligations in respect thereof pursuant to customary syndication practice) to keep such information confidential on substantially the terms set forth in this paragraph, (f) received by such person on a
non-confidential basis from a third party source (other than you or any of your affiliates, advisors, members, directors, employees, agents or other representatives) not known by such person to be prohibited from disclosing such information to such
person by a legal, contractual or fiduciary obligation, (g) for purposes of establishing a “due diligence” defense, (h) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment
Letter, the Fee Letter or the transactions contemplated thereby or enforcement hereof and thereof, (i) to any rating agency on a confidential basis and (j) with your prior written consent; provided that the foregoing obligations of the
Commitment Parties shall remain in effect until the earlier of (i) two years from the date hereof and (ii) the Effective Date (as defined in Exhibit A) at which time any confidentiality undertaking in the Bridge Loan Agreement shall supersede the
provisions in this paragraph. 
 You acknowledge that the Arranger and its affiliates are full service securities firms engaged in a broad array of
activities and as such may from time to time effect transactions for their own (or entities with 

  
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which they co-invest) account or the account of customers, and may hold, purchase, sell or vote long or short positions in securities or indebtedness, or options thereon, of the Company, the
Target and other companies that may be the subject of the Transactions. In addition, the Arranger may at any time communicate independent recommendations and/or publish or express independent research views in respect of such securities,
indebtedness or options. The Arranger and its affiliates may have economic interests that are different from or conflict with those of the Company regarding the transactions contemplated hereby, and you acknowledge and agree that the Arranger has no
obligation to disclose such interests to you. You further acknowledge and agree that nothing in this Commitment Letter, the Fee Letter or the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or
agency relationship between us, on the one hand, and you, your equity holders or your affiliates, on the other hand, and you waive, to the fullest extent permitted by law, any claims you may have against the Arranger for breach of fiduciary duty or
alleged breach of fiduciary duty in connection with any aspect of the Transactions and agree that the Arranger will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a
fiduciary duty claim on your behalf, including your equity holders, employees or creditors. You acknowledge that the Transactions (including the exercise of rights and remedies hereunder and under the Fee Letter) are arms’ length commercial
transactions between you, on the one hand, and the Commitment Parties, on the other hand, and that we are acting as principal and in our own best interests. You are relying on your own experts and advisors to determine whether the Transactions are
in your best interests and are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated hereby. In addition, you acknowledge that we may employ the services of our
affiliates in providing certain services hereunder and may exchange with such affiliates information concerning you, the Target and other companies that may be the subject of the Transactions and such affiliates will be entitled to the benefits
afforded to us hereunder. In connection with the services and transactions contemplated hereby, you agree that we are permitted to access, use and share with any of our bank or non-bank affiliates, agents, advisors (legal or otherwise) or
representatives any information concerning the Company or any of its affiliates that is or may come into our possession or in the possession of any of our affiliates in accordance with Section 8 (it being understood that the persons to whom such
disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). In addition, each of the parties hereto acknowledges that Goldman Sachs & Co. has been retained by the
Company as financial advisor (in such capacity, the “Financial Advisor”) to the Company in connection with the Acquisition. Each of the parties hereto agrees to such retention, and further agrees not to assert any claim it might
allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor, and on the other hand, our and our affiliates’ relationships with you as
described and referred to herein. 
 Consistent with our policies to hold in confidence the affairs of our customers, we will not use or disclose
confidential information obtained from you by virtue of the Transactions in connection with our performance of services for any of our other customers (other than as permitted to be disclosed under this Section 8). Furthermore, you acknowledge
that neither we nor any of our affiliates have an obligation to use in connection with the Transactions, or to furnish to you, confidential information obtained or that may be obtained by us from any other person. 

Please note that the Arranger and its affiliates do not provide tax, accounting or legal advice. 

 

	9.	Waiver of Jury Trial; Governing Law; Submission to Jurisdiction; Surviving Provisions 

 ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS COMMITMENT LETTER OR THE FEE LETTER IS HEREBY 

  
 9 







 
IRREVOCABLY WAIVED BY THE PARTIES HERETO. THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT
(I) THE INTERPRETATION OF THE DEFINITION OF TARGET MATERIAL ADVERSE EFFECT AND WHETHER OR NOT A TARGET MATERIAL ADVERSE EFFECT HAS OCCURRED (II) THE DETERMINATION OF THE ACCURACY OF ANY TARGET REPRESENTATIONS AND WHETHER AS A RESULT OF ANY
INACCURACY THEREOF YOU OR YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR (OR THEIR) OBLIGATIONS UNDER THE ACQUISITION AGREEMENT, OR TO DECLINE TO CONSUMMATE THE ACQUISITION PURSUANT TO THE ACQUISITION AGREEMENT AND (III) THE DETERMINATION OF
WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED SOLELY IN ACCORDANCE WITH, THE LAWS OF THE STATE OF KANSAS, WITHOUT REGARD TO
ANY OTHER PRINCIPLES OF CONFLICTS OF LAWS. Each of the parties hereto hereby irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the
United States District Court for the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this Commitment Letter, the
Fee Letter or the Transactions or the performance of services contemplated hereunder or under the Fee Letter, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may
be heard and determined in such New York State court or such Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising
out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the performance of services contemplated hereunder or under the Fee Letter in any such New York State or Federal court and (iii) waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit, proceeding or claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the
United States District Court for the Southern District of New York located in the Borough of Manhattan or in the Supreme Court of the State of New York, New York County. 

This Commitment Letter is issued for your benefit only and no other person or entity (other than the Indemnified Persons) may rely hereon. 

The provisions of Sections 5, 8 and this Section 9 of this Commitment Letter will survive any termination or completion of the arrangements contemplated by
this Commitment Letter or the Fee Letter, including without limitation whether or not the Loan Documents are executed and delivered and whether or not the Bridge Facility is made available or any loans under the Bridge Facility are disbursed;
provided, that the provisions of Section 5 shall be superseded (to the extent covered thereby) by the terms of the Loan Documents upon execution and delivery thereof by the parties thereto. You may terminate (on a pro rata basis among the
Commitment Parties) the Commitment Parties’ commitments hereunder at any time, in whole or in part, subject to the provisions of the proceeding sentence and your obligations pursuant to the Fee Letter. 

 

	10.	Termination; Acceptance 

 Our commitments hereunder and our agreements to provide the services described
herein will terminate upon the first to occur of (i) the execution and delivery of the Loan Documents by the parties thereto, (ii) the consummation of the Acquisition without the use of the Bridge Facility, (iii) public announcement of the
abandonment of the Acquisition by you, or the termination of the Acquisition Agreement in accordance with its terms and (iv) 11:59 p.m. New York City time on May 31, 2017; provided that, to the


  
 10 







 
extent the End Date (as defined in the Acquisition Agreement) is extended to a date (the “Extended Date”) that is on or prior to November 30, 2017 in accordance with the terms of
Section 8.01(b)(i) of the Acquisition Agreement (in the form provided to the Arranger prior to its execution hereof), the date referred to in this clause (iv) shall, upon notice of such extension to the Arranger from the Company, be automatically
extended to such Extended Date (the earliest date in clauses (ii) through (iv) being the “Commitment Termination Date”), unless the closing of the Bridge Facility has been consummated on or before such date on the terms and subject
to the conditions set forth herein; provided that the termination of commitments and agreements pursuant to clause (iv) of this sentence does not preclude our or your rights and remedies in respect of any breach of this Commitment Letter or
the Fee Letter during the term thereof. 
 This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an
original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a
manually executed counterpart hereof. 
 Each of the parties hereto agree that this Commitment Letter is a binding and enforceable agreement with respect to
subject matter contained herein, including an agreement to negotiate in good faith (prior to the anticipated Closing Date) the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed
that the commitments provided hereunder by the Commitment Parties are only subject to the conditions precedent set forth in Exhibit B. 
 Please confirm
that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before 5:00 p.m. New York City time
on May 31, 2016 (the “Countersign Date”), whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If not signed and returned as described in the preceding sentence by the earlier of (i) the
specified time on the Countersign Date and (ii) the time of the public announcement (by you) of the Acquisition, this offer will terminate on such earlier date. 

[The remainder of this page is intentionally left blank.] 

  
 11 







 We look forward to working with you on this assignment. 

 

			
	 Very truly yours,
  

GOLDMAN SACHS BANK USA

		
	By:	 	 /s/ Robert Ehudin

		 	Authorized Signatory
	
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	 /s/ Robert Ehudin

		 	Authorized Signatory



  
 Commitment Letter 








					
	ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:
	
	GREAT PLAINS ENERGY INCORPORATED
		
	By:	 	 /s/ Terry Bassham

		 	Name:	 	Terry Bassham
		 	Title:	 	Chairman of the Board, President and Chief Executive Officer


  
 Commitment Letter 







 Exhibit A 

Summary of Terms and Conditions of the Bridge Facility 

Capitalized terms not otherwise defined herein shall have the same meaning as specified with respect thereto in the Commitment Letter to which this Exhibit
A is attached. 
  

			
	Bridge Facility:	  	 A 364-day senior unsecured term loan facility in an aggregate principal amount of $8.017 billion consisting of:

 
 (a) a $7.517 billion tranche 1 term loan facility (“Tranche 1”); and

 
 (b) a $500.0 million tranche 2 term loan facility (“Tranche 2” and,
together with Tranche 1, the “Bridge Facility”).
  
 Each of Tranche 1
and Tranche 2 are referred to herein as a “Tranche”.

		
	Borrower:	  	Great Plains Energy Incorporated (the “Company”).
		
	Guarantor:	  	None.
		
	Sole Bookrunner and Sole	  	
	Lead Arranger:	  	Goldman Sachs Bank USA (“Goldman Sachs”) will act as sole bookrunner and sole lead arranger (in such capacities, the “Arranger”) for the Bridge Facility and will perform the duties customarily
associated with such roles.
		
	Administrative Agent:	  	Goldman Sachs will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and will perform the duties customarily associated with such role.
		
	Lenders:	  	Goldman Sachs, GS Lending Partners and/or other banks, financial institutions and institutional lenders selected by the Arranger in consultation with the Company (each, a “Lender” and, collectively, the
“Lenders”).
		
	Purpose/Use of Proceeds:	  	The proceeds of Tranche 1 of the Bridge Facility will be used to fund, in part, the Acquisition, including paying all Transaction Costs. The proceeds of Tranche 2 of the Bridge Facility will be used for general working capital
purposes of the Company (other than consummation of the Acquisition).
		
	Availability:	  	A single drawing may be made under each Tranche of the Bridge Facility on the Closing Date.
		
	Effective Date:	  	The date on which the Loan Documents are executed and delivered by the parties thereto and the conditions to effectiveness thereof are satisfied or waived (the “Effective
Date”).


  
 Exhibit A-1 








					
		
	Closing Date:	 	The date on or before the Commitment Termination Date on which the Bridge Facility is available to be borrowed subject to the conditions set forth herein (the “Closing Date”).
		
	Maturity:	 	The maturity date (the “Maturity Date”) of the Bridge Facility will be the date that is 364 days after the Closing Date.
		
	Amortization:	 	None. All loans outstanding under the Bridge Facility will be due and payable on the Maturity Date.
		
	Interest Rate:	 	All amounts outstanding under the Bridge Facility will bear interest, at the Company’s option, at a rate per annum equal to:
			
		 		 	 (a)    the Base Rate plus the Applicable Margin; or

			
		 		 	 (b)    the reserve adjusted Eurodollar Rate plus the Applicable
Margin.

		
		 	The “Applicable Margin” will be determined as of any date by reference to the pricing grid contained in Annex I to this Exhibit A (the “Pricing Grid”).
		
		 	As used herein, (i) “Base Rate” means a fluctuating rate per annum equal to the greatest of (x) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the U.S., (y) the
Federal Funds effective rate plus  1⁄2 of 1.0% and (z) the one-month reserve adjusted Eurodollar Rate plus 1.0% and (ii) “reserve adjusted Eurodollar
Rate” means a fluctuating rate per annum equal to (x) the rate per annum determined by the Administrative Agent to be the offered rate for deposits in dollars with a term equivalent to such elected interest period appearing on
the page of the Reuters Screen which displays an average of the London interbank offered rate administered by the ICE Benchmark Administration (such page currently being the LIBOR01 page) or (y) if the rate in clause (ii)(x) above does not
appear on such page or service or if such page or service is not available, the rate per annum determined by the Administrative Agent to be the offered rate for deposits in dollars with a term equivalent to such elected interest period on
such other page or other service which displays an average of the London interbank offered rate; provided that the reserve adjusted Eurodollar Rate shall not be less than 0.00%.
		
	Duration Fees:	 	The Company will pay fees (the “Duration Fees”) for the ratable benefit of the Lenders in amounts equal to the applicable percentage corresponding to the Company’s applicable debt rating at such
time set forth below, of the principal amount of the loans under the Bridge Facility outstanding at the close of business, New York City time, on each date set forth in the grid below, payable on each such date:


  
 Exhibit A-2 








													
	 Company’s debt rating
	  	Duration Fees	 
	  	90 days after the
Closing Date	 	 	180 days after
the Closing
Date	 	 	270 days after
the Closing
Date	 
	 Investment Grade Rating
	  	 	0.50	% 	 	 	0.75	% 	 	 	1.00	% 
	 Non-Investment Grade Rating
	  	 	0.75	% 	 	 	1.00	% 	 	 	1.25	% 

  

			
		  	“Non-Investment Grade Rating” means that the Company’s senior unsecured long term debt securities without third party credit enhancement are rated below BBB- by S&P, or below Baa3 by Moody’s, or below
BBB- by Fitch Investors Service, L.P.; and “Investment Grade Rating” means that the Company does not have a Non-Investment Grade Rating.
		
	Ticking Fees:	  	The Company will pay non-refundable ticking fees (the “Ticking Fees”) in amounts equal to the percentage per annum as determined in accordance with the Pricing Grid (the “Ticking Fee Rate”)
on the daily average undrawn total commitments in respect of the Bridge Facility, which Ticking Fees will accrue beginning on the date (the “Ticking Fee Start Date”) that is the later of (x) the date of the execution of the Loan
Documents and (y) the date that is 60 days following the date on which the Company executed the Commitment Letter (the “Commitment Date”), and through the earlier of (i) the date of termination of the commitments and (ii) the
Closing Date, payable on the earlier of such date and, if any Commitments are then outstanding, on the first anniversary of the Commitment Date.
		
		  	If after the Ticking Fee Start Date until the date that is five business days after the Closing Date, the Company’s Debt Ratings are downgraded, then the Company shall pay additional Ticking Fees (“Additional Ticking
Fees”) in amounts equal to the difference (if any) between the Ticking Fees that were payable as set forth on the Pricing Grid and the Ticking Fees that would have been payable as set forth on the Pricing Grid if such downgrade had occurred
on and following the Ticking Fee Start Date, which Additional Ticking Fees shall be deemed earned and payable within five business days of the date such downgrade occurs.
		
	Default Interest:	  	Upon the occurrence and during the continuance of any payment default, interest on amounts not paid when due will accrue at a rate of 2.0% per annum plus (i) in the case of loans, the rate equal to the rate then applicable
thereto and (ii) in the case of other amounts, the rate equal to the rate then applicable to Base Rate loans, and will be payable on demand.
		
	Interest Payments:	  	Quarterly for loans bearing interest based upon the Base Rate; on the last day of the applicable interest periods (which will be one, two,


  
 Exhibit A-3 








			
		  	three or six months) for loans bearing interest based upon the reserve adjusted Eurodollar Rate (and at the end of every three months, in the case of interest periods longer than three months); and upon each mandatory and voluntary
prepayment on the principal amount prepaid, in each case payable in arrears and computed on the basis of a 360-day year with respect to loans bearing interest based upon the reserve adjusted Eurodollar Rate and a 365/366-day year with respect to
loans bearing interest based upon clause (x) of the definition of Base Rate.
		
	Funding Protection and Taxes:	  	Consistent with the Documentation Principles set forth below. It is understood that (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in
connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law regardless of the date enacted, adopted or issued.
		
	Voluntary Prepayments	  	
	and Commitment Reductions:	  	Each Tranche of the Bridge Facility may be prepaid in whole or in part without premium or penalty upon one business day’s (or, in the case of a prepayment of loans bearing interest based upon the reserve adjusted Eurodollar
Rate, three business days’) prior written notice, subject to reimbursement of the Lenders’ breakage costs in the case of a prepayment of loans bearing interest based upon the reserve adjusted Eurodollar Rate prior to the last day of the
applicable interest period. Voluntary prepayments of the Bridge Facility may not be reborrowed. Voluntary prepayments and reductions of commitments will be applied between Tranche 1 and Tranche 2 as determined by the Company.
		
		  	The Bridge Facility commitments may be terminated in whole or in part without premium or penalty upon one business day’s prior written notice.
		
	Mandatory Prepayments	  	
	and Commitment Reductions:	  	The following amounts shall be applied to prepay loans under Tranche 1 of the Bridge Facility within three business days following receipt of (and, prior to the Closing Date, the commitments with respect to Tranche 1 of the Bridge
Facility, under the Commitment Letter or the Loan Documents, shall be automatically and permanently reduced by such amounts):
		
		  	 1.      Incurrence of Indebtedness: An amount equal to
100.0% of the net cash proceeds received (including into escrow) from the incurrence of indebtedness for borrowed money (including hybrid securities and debt securities convertible to equity) by the Company or any of its subsidiaries, other than
Excluded Debt (as defined below).



  
 Exhibit A-4 








			
		  	 2.      Equity Offerings: An amount equal to 100.0% of (i)
the net cash proceeds received (including into escrow) from the issuance of any common or preferred equity securities (other than an Equity Forward Contract) by the Company or any of its subsidiaries other than issuances pursuant to employee benefit
plans and issuances to Target equity holders pursuant to the Acquisition and (ii) the amount payable in the future to the Company or any of its subsidiaries pursuant to any equity forward contract entered into in connection with financing the
Acquisition (an “Equity Forward Contract”) shall be applied to reduce the commitments under the Bridge Facility immediately upon such Equity Forward Contract being executed and effective; provided, that if the Company
receives any cash proceeds of any equity issuance, up to the amount of any voluntary reduction of commitments under Tranche 1 previously made by the Company in connection with such equity issuance, then (to avoid duplication) such amount of cash
proceeds shall not be applied in mandatory prepayment of loans or reduction of commitments under Tranche 1.

		
		  	 3.      Asset Sales; Insurance Proceeds: An amount equal
to 100.0% of the net cash proceeds (including cash equivalents) received from the sale or other disposition of any property or assets of the Company or any of its subsidiaries (including the sale or issuance of any equity interest in any subsidiary)
that results in receipt of net proceeds (in cash or cash equivalents) or insurance or condemnation proceeds paid on account of any loss of any property or assets of the Company or any of its subsidiaries (in each case), other than any Excluded Asset
Sales (as defined below).

		
		  	“Excluded Asset Sale” means (a) the disposition of cash or cash equivalents or other assets classified as current assets on the consolidated balance sheet of the Company, (b) the sale, exchange or other
disposition of accounts or notes receivable, (c) the disposition of assets to the Company or any of its subsidiaries, (d) the disposition of assets by any Regulated Subsidiary (as defined below), (e) dispositions with net cash proceeds individually
of up to $50 million or in aggregate of up to $150.0 million, (f) ordinary course of business asset dispositions and (g) dispositions for which the proceeds are reinvested in other assets within six months following receipt (or, in the case of
casualty or condemnation proceeds, applied in the repair or replacement of the affected assets within such period as may be reasonably required).
		
		  	“Excluded Debt” means (a) indebtedness incurred pursuant to the Bridge Facility, (b) indebtedness between the Company and/or any of its subsidiaries, (c) commercial paper financings, accounts
receivables financing, letter of credit and swap agreements, (d) any trade, seller or customer finance-related financing, (e) indebtedness under the Existing Revolving Credit Agreement (as defined below) and
other


  
 Exhibit A-5 








			
		  	existing revolving credit facilities of the Company or its subsidiaries, in each case including any amendment, extension or replacement thereof and in each case having an aggregate principal amount outstanding thereunder not in
excess of the respective existing commitments thereunder in effect on the date of the Commitment Letter, (f) the refinancing of $100.0 million aggregate principal amount of the Company’s 6.875% senior notes due 2017, provided that such
refinancing is not earlier than 6 months prior to the scheduled maturity thereof, (g) indebtedness under any Qualifying Committed Financing (as defined below) to the extent the commitments thereunder have already been applied to reduce the
commitments under the Bridge Facility, (h) indebtedness of any Regulated Subsidiary that is non-recourse to the Company and its other subsidiaries (other than a Regulated Subsidiary of such Regulated Subsidiary), (i) purchase money and asset
financing incurred in the ordinary course of business and (j) indebtedness (except the Securities and other indebtedness incurred in connection with the Acquisition) of up to $150.0 million in the aggregate.
		
		  	“Regulated Subsidiary” means each subsidiary of the Company (including, following the Closing Date as applicable, the Target and its subsidiaries) whose primary line of business is (a) the transmission and
distribution of electric energy and whose operations (including its electrical rates charged to the public) are regulated by applicable governmental authorities or (b) the transmission and distribution of natural gas and whose operations (including
its natural gas rates charged to the public) are regulated by applicable governmental authorities and whose material transmission assets are included in its regulated rate base and whose only material pipeline assets are related to its regulated gas
distribution business.
		
		  	In addition, the commitments under Tranche 1 of the Bridge Facility shall be automatically reduced by the principal amount of commitments obtained by the Company or any of its subsidiaries entering into any committed but unfunded
term loan or similar credit facility for the stated purpose of financing the Acquisition, to the extent that the conditions to availability thereunder are no more restrictive than the conditions to availability of the Bridge Facility (a
“Qualifying Committed Financing”).
		
		  	Prior to the Closing Date, the commitments with respect to Tranche 2 of the Bridge Facility, under the Commitment Letter or the Loan Documents, shall be automatically and permanently terminated if either (x) the Amendment or any
other extension, replacement, refinancing or renewal of the Exiting Revolving Credit Agreement that results in the Borrower having a Capitalization Covenant (as defined below) consistent with the Capitalization Covenant set forth below is
consummated or (y) the Company has received (including into escrow) net cash proceeds from the issuance of, or any commitments (pursuant to a commitment letter or other agreement with any financial institution or other equity financing source) with
respect to any common, preferred or other equity securities on or following the date hereof in an amount of at least $900.0 million.


  
 Exhibit A-6 








			
		  	The Company will notify the Administrative Agent in writing of the receipt of any of the foregoing amounts (or other applicable event) in each case within three business days thereof.
		
		  	All mandatory prepayments will be applied without penalty or premium (except for breakage costs, if any) and will be applied pro rata to loans outstanding under Tranche 1 of the Bridge Facility.
		
	Documentation Principles:	  	The Loan Documents will contain representations and warranties, covenants and events of default which shall be substantially similar to the Credit Agreement dated as of August 9, 2010, entered into among the Company, Bank of
America, N.A., as Administrative Agent, and the other financial institutions party thereto (as amended on December 9, 2011 and October 17, 2013, as extended and waived on December 17, 2014 and as further amended, restated, extended, supplemented,
modified and otherwise in effect on the date hereof, the “Existing Revolving Credit Agreement”) and only with modifications consistent with this Exhibit A or that are otherwise mutually and reasonably agreed by the Company and the
Arranger. For purposes hereof, the words “substantially similar to” the Existing Revolving Credit Agreement and words of similar import mean substantially the same as the Existing Revolving Credit Agreement with modifications only (a) as
are necessary to reflect the other terms specifically set forth in this Commitment Letter, (b) to reflect any changes in law or accounting standards (or in the interpretation thereof) since December 17, 2014 as reasonably agreed by the Company and
the Administrative Agent, (c) to the extent included in any amendment, extension, replacement, refinancing or renewal of the Existing Revolving Credit Agreement prior to the Closing Date, to exclude debt of any variable interest entity and under any
receivables securitization program or financing from the definition of “indebtedness” and (d) to reflect the operational or administrative requirements of the Administrative Agent, as reasonably agreed between the Company and the
Administrative Agent. It is also understood and agreed that the Bridge Loan Agreement shall include customary LSTA EU bail-in provisions. The foregoing provisions are referred to herein as the “Documentation
Principles”.
		
	Representations and	  	
	Warranties:	  	The Bridge Facility will contain representations and warranties by the Company consistent with the Documentation Principles to be made on the date of the Loan Documents and on the Closing Date.
		
	Affirmative and	  	
	Negative Covenants:	  	The Bridge Facility will contain affirmative and negative covenants consistent with the Documentation Principles.
		
	Financial Covenant:	  	The Company at all times shall cause the ratio of Total Indebtedness to Total Capitalization (each as defined in the Existing Revolving


  
 Exhibit A-7 








			
		  	Credit Agreement; provided, however that “Total Indebtedness” shall not include (until the first to occur of (i) the Closing Date and (ii) the date that is 10 days following termination of the Acquisition
Agreement) indebtedness in an aggregate principal amount not exceeding $7.517 billion issued or borrowed by the Company solely for the purpose of financing the Acquisition and which is redeemable or prepayable at not more than 101% of the principal
amount thereof (plus accrued interest) if the Acquisition is not consummated) to be less than or equal to 0.65 to 1.0 (the “Capitalization Covenant”); provided that, if as of the Closing Date, the Company is not in compliance
with the Capitalization Covenant, the Capitalization Covenant shall automatically be increased to a level such that the Company would be in compliance with the Capitalization Covenant as of the Closing Date plus a cushion of 0.05 to 1.0;
provided, further that such level shall not exceed 0.75 to 1.0. Notwithstanding the foregoing, if the financial covenant set forth in Section 6.15 of the Existing Revolving Credit Agreement (as amended, extended, replaced, refinanced
or renewed) is (unless such agreement is terminated on or before the funding of Tranche 2), on the Closing Date, less favorable to the Company than as set forth above, then the Capitalization Covenant and definitions related thereto under the Bridge
Facility shall automatically be deemed amended to match the Existing Revolving Credit Agreement at such time.
		
	Events of Default:	  	The Bridge Facility will contain events of default consistent with the Documentation Principles.
		
		  	Without limiting (and subject to) the conditions precedent referred to in Exhibit B attached to the Commitment Letter, the Lenders shall not be entitled to terminate the commitments under the Bridge Facility prior to the Closing
Date unless a payment or bankruptcy event of default under the Bridge Loan Agreement has occurred and is continuing. The acceleration of the Loans shall be permitted at any time after they have been funded only to the extent that an event of default
is outstanding and continuing at such time.
		
	Conditions Precedent to	  	
	Borrowing:	  	The several obligation of each Lender to make, or cause an affiliate to make, loans under the Bridge Facility on the Closing Date will be subject only to the conditions set forth in Section 2 of the Commitment Letter and in Exhibit
B thereto.
		
	Defaulting Lender:	  	The Loan Documents shall contain “Defaulting Lender” provisions substantially similar to the corresponding provisions of the Existing Revolving Credit Agreement.
		
	Assignments and	  	
	Participations:	  	The Lenders may assign (other than to natural persons, the Company or its subsidiaries) all of their loans and commitments under the Bridge Facility, or a part of their loans and commitments in an amount of not less than $5.0
million, to Eligible Assignees (as defined in the


  
 Exhibit A-8 








			
		
		  	Existing Revolving Credit Agreement), in each case, which are reasonably acceptable to the Administrative Agent and (unless any event of default is continuing) the Company; provided that such assignee shall be deemed
reasonably acceptable to the Company if (i) the Company does not otherwise reject such assignee within ten business days of the date on which approval is requested and (ii) such assignment is made by the Arranger in accordance with the syndication
provisions of the Commitment Letter; provided, further, that assignments made to another Lender, an approved fund of a Lender, an affiliate of a Lender or of an Agent will not be subject to the above consent requirements. The Lenders
will also have the right to sell participations (other than to natural persons, the Company or its subsidiaries) without the consent of the Company or the Administrative Agent, subject only to customary limitations on voting rights, in their
respective shares of the Bridge Facility.
		
	Amendments and	  	
	Required Lenders:	  	No amendment, modification, termination or waiver of any provision of the Loan Documents will be effective without the written approval of Lenders holding more than 50.0% of the aggregate amount of loans and commitments outstanding
under the Bridge Facility (collectively, the “Required Lenders”), except that the consent of each Lender will be required with respect to certain matters relating to principal, fees and interest rates, payment dates and maturity,
pro rata payment and sharing provisions and amendment provisions and the definition of Required Lenders, in a manner substantially similar to the Existing Revolving Credit Agreement; provided that, changes in the allocation of mandatory
prepayments and commitment reductions between Tranches or changes otherwise affecting Lenders in one Tranche differently than Lenders in another Tranche will require the approval of the Lenders holding the majority of loans or commitments under each
Tranche which is adversely affected thereby.
		
	Indemnity and Expenses:	  	The Bridge Facility will provide customary and appropriate provisions relating to indemnity and related matters in a form substantially similar to the Existing Revolving Credit Agreement. The Company will also pay (i)
reasonable and documented out-of-pocket expenses of the Arranger and the Administrative Agent associated with the syndication of the Bridge Facility, (ii) reasonable and documented out-of-pocket expenses of the Administrative Agent associated with
the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendment or waiver with respect thereto (including, in the case of clauses (i) and (ii) the reasonable fees, disbursements and other charges of (x)
one counsel plus one specialist counsel in any applicable specialty and, solely in the case of an actual or potential conflict of interest, of one additional counsel and if reasonable and necessary, one local counsel plus one specialist counsel in,
respectively each jurisdiction or applicable specialty to the affected indemnified person (y) and the charges of electronic loan administration platforms) and (iii) all reasonable and documented out-of-pocket expenses of the Arranger, the
Administrative Agent and the


  
 Exhibit A-9 








			
		  	Lenders (including the reasonable fees, disbursements and other charges of one counsel plus one specialist counsel in any applicable specialty and, solely in the case of an actual or potential conflict of interest, of one additional
counsel and if reasonable and necessary, one local counsel plus one specialist counsel in, respectively each jurisdiction or applicable specialty to the affected indemnified person) in connection with the enforcement of the Loan Documents or in any
bankruptcy case or insolvency proceeding.
		
	Governing Law and Jurisdiction:	  	The Bridge Facility will provide that the Company will submit to the exclusive jurisdiction and venue of the federal and state courts of the County and State of New York and will waive any right to trial by jury. New York law
will govern the Loan Documents; provided that the laws of the State of Kansas will govern (i) whether a Target Material Adverse Effect has occurred, (ii) compliance with any Target Representations and (iii) whether the Acquisition has been
consummated in accordance with the terms of the Acquisition Agreement.
		
	Counsel to the Arranger and the Administrative Agent:	  	Weil, Gotshal & Manges LLP.


  
 Exhibit A-10 







 Annex I to Exhibit A 

Bridge Facility Pricing Grid 

“Applicable Margin” means, as of any date of determination, the percentage per annum set forth below under the applicable type
of loan opposite the applicable Debt Ratings of the Company from S&P and Moody’s, in each case, with a stable or better outlook: 
  

																																					
	 Company’s Debt Ratings (S&P or Moody’s)
	  	Applicable Margin	 	  	 	 
	  	Closing Date through
89 days after Closing
Date	 	  	90 days after Closing
Date through 179 days
after Closing Date	 	  	180 days after Closing
Date through 269 days
after Closing Date	 	  	270 days after Closing
Date and thereafter	 	  	Ticking
Fee Rate	 
	  	Base Rate
Loans	 	  	Euro-dollar
Loans	 	  	Base Rate
Loans	 	  	Euro-dollar
Loans	 	  	Base Rate
Loans	 	  	Euro-dollar
Loans	 	  	Base Rate
Loans	 	  	Euro-dollar
Loans	 	  
	 Rating Level 1: 3 A-/A3
	  	 	12.5 bps	  	  	 	112.5 bps	  	  	 	37.5 bps	  	  	 	137.5 bps	  	  	 	62.5 bps	  	  	 	162.5 bps	  	  	 	87.5 bps	  	  	 	187.5 bps	  	  	 	12.5 bps	  
	 Rating Level 2: BBB+/Baa1
	  	 	25 bps	  	  	 	125 bps	  	  	 	50 bps	  	  	 	150 bps	  	  	 	75 bps	  	  	 	175 bps	  	  	 	100 bps	  	  	 	200 bps	  	  	 	17.5 bps	  
	 Rating Level 3: BBB/Baa2
	  	 	50 bps	  	  	 	150 bps	  	  	 	75 bps	  	  	 	175 bps	  	  	 	100 bps	  	  	 	200 bps	  	  	 	125 bps	  	  	 	225 bps	  	  	 	22.5 bps	  
	 Rating Level 4: BBB-/Baa3
	  	 	75 bps	  	  	 	175 bps	  	  	 	100 bps	  	  	 	200 bps	  	  	 	125 bps	  	  	 	225 bps	  	  	 	150 bps	  	  	 	250 bps	  	  	 	27.5 bps	  
	 Rating Level 5: BB+/Ba1
	  	 	100 bps	  	  	 	200 bps	  	  	 	125 bps	  	  	 	225 bps	  	  	 	150 bps	  	  	 	250 bps	  	  	 	175 bps	  	  	 	275 bps	  	  	 	37.5 bps	  
	 Rating Level 6: £ BB/Ba2
	  	 	125 bps	  	  	 	225 bps	  	  	 	150 bps	  	  	 	250 bps	  	  	 	175 bps	  	  	 	275 bps	  	  	 	200 bps	  	  	 	300 bps	  	  	 	50 bps	  

 For the purposes of the foregoing (and subject to the last paragraph hereof): 

“Debt Rating” means, as of any date of determination, the Moody’s Rating or the S&P Rating. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Moody’s Rating” means, at any time, the rating issued by Moody’s then in effect with respect to the Company’s senior
unsecured long–term debt securities without third–party credit enhancement (or, if there is no such debt outstanding, the Company’s issuer rating issued by Moody’s then in effect for the Company). 

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business. 

  
 Annex I to Exhibit A-1








 “S&P Rating” means, at any time, the rating issued by S&P then in effect with respect to
the Company’s senior unsecured long–term debt securities without third–party credit enhancement (or, if there is no such debt outstanding, the Company’s issuer rating issued by S&P then in effect for the Company). 

For purposes of the foregoing, at any time that Debt Ratings are available from each of S&P and Moody’s and there is a split between such Debt
Ratings and (a) the ratings differential is one level, then the higher rating shall apply and (b) the ratings differential is two levels or more, the intermediate rating at the midpoint shall apply; provided that, if there is no midpoint,
then the higher of the two intermediate ratings shall apply. If the Company has no Moody’s Rating and no S&P Rating, Rating Level 6 shall apply. 

  
 Annex I to Exhibit A-2








 Exhibit B 

Summary of Conditions Precedent to the Bridge Facility 
  

	1.	Concurrent Transactions. The terms of the Acquisition Agreement (including all exhibits, schedules, annexes and other attachments thereto) shall be reasonably satisfactory to the Arranger (it being agreed
that the execution version of the Acquisition Agreement provided to the Arranger prior to its execution of the Commitment Letter is reasonably satisfactory to the Arranger). The Acquisition shall have been consummated or will be consummated
substantially concurrently with the funding under the Bridge Facility in accordance with the Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to consummate the Acquisition
thereunder, or consent or request by the Company or any of its subsidiaries (other than any such amendment, modification, waiver, consent or request that is not materially adverse to the Lenders) shall be made or granted, as the case may be, without
the prior written consent of the Arranger, such consent not to be unreasonably withheld or delayed; it being understood and agreed that neither of the following are materially adverse to the Lenders: (x) a reduction of less than 5% in the
consideration payable under the Acquisition Agreement so long as such decrease in the consideration payable shall reduce dollar-for-dollar the commitments in respect of Tranche 1 of the Bridge Facility or (y) an increase in the consideration payable
under the Acquisition Agreement so long as such increase is paid in the form of common equity of the Company. 

  

	2.	 Target Material Adverse Effect. Except (a) as set forth in the Company Reports publicly available and
filed with or furnished to the SEC prior to the date of the Commitment Letter (excluding any disclosures of factors or risks contained or references therein under the captions “Risk Factors” or “Forward-Looking Statements” and
any other statements that are predictive, cautionary or forward-looking in nature) or (b) subject to Section 9.04(k) of the Acquisition Agreement, as set forth in the Company Disclosure Letter (in the form provided to the Arranger prior to
its execution of the Commitment Letter), since December 31, 2015 no fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Target Material Adverse Effect (as
defined below) shall have occurred and be continuing. For the purposes hereof, “Target Material Adverse Effect” means any fact, circumstance, effect, change, event or development that has or would reasonably be expected to have a
material adverse effect on the business, properties, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided that no fact, circumstance, effect, change, event or development
resulting from or arising out of any of the following, individually or in the aggregate, shall constitute or be taken into account in determining whether a Target Material Adverse Effect has occurred: (a) any change or condition affecting any
industry in which the Company or any Company Subsidiary operates, including electric generating, transmission or distribution industries (including, in each case, any changes in the operations thereof); (b) any change affecting any economic,
legislative or political condition or any change affecting any securities, credit, financial or other capital markets condition, in each case in the United States, in any foreign jurisdiction or in any specific geographical area; (c) any failure in
and of itself by the Company or any Company Subsidiary to meet any internal or public projection, budget, forecast, estimate or prediction in respect of revenues, earnings or other financial or operating metrics for any period (it being understood
that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taking into account in determining whether there has or will be, a Target Material Adverse Effect); (d) any change attributable to the
announcement, execution or delivery of the Acquisition Agreement or the pendency of the Merger, including (i) any action taken by the Company or any Company Subsidiary that is expressly required pursuant to the Acquisition Agreement, or is consented
to by 



  
 Exhibit B-1 








	 	
Parent, or any action taken by Parent or any Affiliate thereof, to obtain any Consent from any Governmental Entity to the consummation of the Merger and the result of any such actions,
(ii) any Claim arising out of or related to the Acquisition Agreement (including shareholder litigation), (iii) any adverse change in supplier, employee, financing source, shareholder, regulatory, partner or similar relationships resulting
therefrom or (iv) any change that arises out of or relates to the identity of Parent or any of its Affiliates as the acquirer of the Company; (e) any change or condition affecting the market for commodities, including any change in the price or
availability of commodities; (f) any change in and of itself in the market price, credit rating or trading volume of shares of Company Common Stock on the NYSE or any change affecting the ratings or the ratings outlook for the Company or any Company
Subsidiary (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taking into account in determining whether there has or will be, a Target Material Adverse Effect); (g)
any change in applicable Law, regulation or GAAP (or authoritative interpretation thereof); (h) geopolitical conditions, the outbreak or escalation of hostilities, any act of war, sabotage or terrorism, or any escalation or worsening of any such act
of war, sabotage or terrorism threatened or underway as of the date of the Acquisition Agreement; (i) any fact, circumstance, effect, change, event or development resulting from or arising out of or affecting the national, regional, state or local
engineering or construction industries or the wholesale or retail markets for commodities, materials or supplies (including equipment supplies, steel, concrete, electric power, fuel, coal, natural gas, water or coal transportation) or the hedging
markets therefor, including any change in commodity prices; (j) any hurricane, strong winds, ice event, fire, tornado, tsunami, flood, earthquake or other natural disaster or severe weather-related event, circumstance or development; or (k) any
change or effect arising from any requirements imposed by any Governmental Entities as a condition to obtaining the Company Required Statutory Approvals or the Parent Required Statutory Approvals; provided, however, that any fact,
circumstance, effect, change, event or development set forth in clauses (a), (b), (e), (g) and (h) above may be taken into account in determining whether a Target Material Adverse Effect has occurred solely to the extent such fact, circumstance,
effect, change, event or development has a materially disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, as compared to other entities (if any) engaged in the relevant business in the geographic area
affected by such fact, circumstance, effect, change, event or development (in which case, only the incremental disproportionate impact may be taken into account in determining whether there has been, or would be, a Target Material Adverse Effect, to
the extent such change is not otherwise excluded from being taken into account by clauses (a)–(j) of this definition). Capitalized terms used in this paragraph 2 are used as defined in the Acquisition Agreement (in the form provided to the
Arranger prior to its execution of the Commitment Letter). 

  

	3.	Permanent Financing. The Company shall have engaged, on or prior to the date of the Commitment Letter, pursuant to an engagement letter satisfactory to the Arranger, one or more banks or investment banking
institutions of national prominence reasonably acceptable to the Arranger (collectively, the “Financial Institutions”) to arrange permanent financing or refinancing for the Acquisition. 


 

	4.	 Financial Statements. The Arranger shall have received (i) audited consolidated balance sheets and related
audited consolidated statements of operations, cash flows and shareholders’ equity of each of the Company and the Target prepared in accordance with 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 (“GAAP”) as of and for each of the three fiscal years ending at
least 60 days prior to the Closing Date, (ii) unaudited consolidated balance sheets and 



  
 Exhibit B-2 








	 	
related unaudited consolidated statements of operations and cash flows prepared in accordance with GAAP as of and for each fiscal quarter (other than the fourth fiscal quarter) of each of the
Company and the Target ending after the latest fiscal year for which financial statements have been delivered under clause (i) and at least 40 days prior to the Closing Date and for the corresponding periods of the prior fiscal year and (iii)
customary pro forma financial statements of the Company giving effect to the Transactions and all other recent, probable or pending acquisitions, in each of clauses (i) through (iii) meeting the requirements of
Regulation S-X and, in the case of clause (iii), as of and for the periods required by Rule 3-05 and Article 11, as applicable, of Regulation S-X and only to the extent the Company will be required to
file such financial statements with the Securities and Exchange Commission, regardless of the timing of such filing. The Arranger hereby acknowledges that the Company’s or the Target’s public filing with the Securities and Exchange
Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph. 


 

	5.	Syndication Period. The Arranger shall have received the Information Memorandum and the Lender Presentation by a date sufficient to afford the Arranger a period of at least 15 consecutive business days
following the receipt thereof to syndicate the Bridge Facility prior to the Closing Date. 

  

	6.	Definitive Documents; Customary Closing Conditions. Loan Documents substantially consistent with the terms set forth in this Commitment Letter shall have been executed and delivered by the Company. The Company
shall have complied with each of the following closing conditions: (i) the delivery of customary legal opinions from Bracewell LLP, as special counsel to the Company (or other counsel reasonably acceptable to the Administrative Agent), in form
and substance reasonably acceptable to the Company and the Administrative Agent; (ii) the delivery of customary resolutions and secretary’s certificates relating to the organization, existence and good standing of the Company and the
authorization of the Loan Documents and a customary certificate that certifies that the condition precedent set forth in paragraph 1 of this Exhibit B has been satisfied; (iii) the delivery of a customary borrowing notice; (iv) payment of fees and,
to the extent invoiced at least three days prior to the Closing Date, expenses payable to the Arranger, the Administrative Agent or the Lenders to the extent required by the Fee Letter or the Loan Documents to be paid on or prior to the Closing
Date; (v) the delivery of a solvency certificate from the chief financial officer of the Company in the form of Annex I to Exhibit B certifying the solvency of the Company and its subsidiaries on a consolidated basis after giving effect to the
Transactions; and (vi) the Administrative Agent shall have received at least five business days prior to the Closing Date all documentation and other information reasonably requested by the Administrative Agent (or any Lender through the
Administrative Agent) in writing at least ten days prior to the Closing Date that is required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.


  

	7.	No Default/Accuracy of Certain Representations and Warranties. (i) There shall exist no default or event of default under the Loan Documents corresponding to the following provisions of the Existing
Revolving Credit Agreement: Sections 7.2, 7.3 (solely with respect to any breaches under Section 6.11), 7.4 (other than with respect to any non-consensual liens arising by operation of law), 7.5 (solely with respect to any breaches under Section
6.18), 7.6 (limited to cross-payment default with respect to debt of at least $100.0 million in the aggregate), 7.7 and 7.8; and (ii) the Target Representations and the Specified Representations shall be true and correct in all material respects
(except those which are qualified by materiality, which shall be true and correct), in each case at the time of, and immediately after giving effect to, the making of the loans under the Bridge Facility on the Closing Date. 


  
 Exhibit B-3 








	8.	Existing Revolving Credit Agreement. Solely with respect to the availability of Tranche 2 of the Bridge Facility, the Existing Revolving Credit Agreement (including any amendment thereto or replacement
thereof, other than Tranche 2) shall have been terminated and all amounts outstanding thereunder shall have repaid in full with the proceeds of Tranche 2 of the Bridge Facility substantially concurrently with the borrowing thereof.



  
 Exhibit B-4 







 Annex I to Exhibit B 

Form of Solvency Certificate 

SOLVENCY CERTIFICATE 
 of

 GREAT PLAINS ENERGY INCORPORATED 

AND ITS SUBSIDIARIES 

Pursuant to Section [●] of the Credit Agreement, the undersigned hereby certifies, solely in such undersigned’s capacity as [chief
financial officer] [chief accounting officer] [specify other officer with equivalent duties] of Great Plains Energy Incorporated (the “Company”), and not individually and on behalf of the Company and without personal
liability, as follows: 
 As of the date hereof, after giving effect to the consummation of the Transactions, including the making of the
Loans under the Credit Agreement, and after giving effect to the application of the proceeds of such indebtedness: 
  

	 	a.	The fair value of the assets of the Company and its subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; 


 

	 	b.	The present fair saleable value of the property of the Company and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of
their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; 

  

	 	c.	The Company and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured; and 


 

	 	d.	The Company and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. 


For purposes of this Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be
expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 

[Signature Page Follows] 

  
 Annex I to Exhibit B-1








 IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s
capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of the Company, on behalf of the Company, and not individually and without personal liability, as of the date first stated above.

  

			
	GREAT PLAINS ENERGY INCORPORATED
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Annex I to Exhibit B-2