ex10_6.htm


    Exhibit
10.6

    


    FOURTH
AMENDMENT TO CREDIT AGREEMENT

    


    THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of June 11, 2009 (this “Agreement”) is
entered into among Great Plains Energy Incorporated, a Missouri corporation (the
“Borrower”),
the Lenders party hereto and Bank of America, N.A., as Administrative
Agent.  All capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).

    


    RECITALS

    


    WHEREAS,
the Borrower, the Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent and
Bank of America, N.A., as Administrative Agent entered into that certain Credit
Agreement dated as of May 11, 2006 (as amended or modified from time to
time, the “Credit
Agreement”);

    


    WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement as set
forth below;

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Amendments.  The
Credit Agreement is hereby amended as follows:

    


    (a)           Section 1.1
of the Credit Agreement is hereby amended by deleting the definition of “Aquila”
and inserting the following new definition therein in the appropriate
alphabetical order:

    


    “GMO”
means KCP&L Greater Missouri Operations Company, a Delaware corporation,
formerly named Aquila, Inc.

    


    (b)           Section 6.11(iii)
of the Credit Agreement is hereby amended in its entirety to read as
follows:

    


    “(iii)  Strategic
Energy, L.L.C. may sell or transfer accounts receivable and contracts that
generate accounts receivable, and KCPL and GMO may sell or transfer accounts
receivable, in each case pursuant to one or more securitization
transactions.

    


    (c)           All
references to “Aquila” in the Credit Agreement are hereby amended to be
references to GMO.

    


    2.           Conditions
Precedent.  This Agreement shall be effective upon receipt by
the Administrative Agent of counterparts of this Agreement duly executed by the
Borrower, the Administrative Agent and the Required Lenders.

    


    3.           Miscellaneous.

    


    (a)           Except
as herein specifically agreed, the Credit Agreement, and the obligations of the
Borrower thereunder and under the other Loan Documents, are hereby ratified and
confirmed and shall remain in full force and effect according to their
terms.

    

      
        

      

    

    
 

    


    (b)           The
Borrower hereby represents and warrants as follows:

    


    (i)           The
Borrower has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.

    


    (ii)           This
Agreement has been duly executed and delivered by the Borrower and constitutes
the Borrower’s legal, valid and binding obligations, enforceable in accordance
with its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors’ rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).

    


    (iii)          No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by the
Borrower of this Agreement.

    


    (c)           The
Borrower represents and warrants to the Lenders that (i) the representations and
warranties of the Borrower set forth in Article V of the Credit Agreement
are true and correct as of the date hereof with the same effect as if made on
and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event has
occurred and is continuing which constitutes a Default or an Unmatured
Default.

    


    (d)           This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.  Delivery of an executed counterpart of
this Agreement by telecopy shall be effective as an original and shall
constitute a representation that an executed original shall be
delivered.

    


    (e)           THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

    


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    2

    
      
        

      



    Each of
the parties hereto has caused a counterpart of this Agreement to be duly
executed and delivered as of the date first above written.

    


     

    
      
        
          
            	
                    BORROWER:

                  	
                    GREAT
      PLAINS ENERGY INCORPORATED

                    a
      Missouri corporation

                     

                    By:      /s/
      Michael W. Cline

                    Name:
      Michael W. Cline

                    Title:   Vice
      President – Investor Relations and Treasurer

                     

                  
	 
      	 
      
	
                    LENDERS:

                  	
                    BANK
      OF AMERICA, N.A.,

                    individually
      in its capacity as a

                    Lender
      and in its capacity as Administrative Agent

                     

                    By:      /s/
      Patrick N. Martin

                    Name: Patrick
      N. Martin

                    Title:   Vice
      President

                  
	 
      	 
      
	 
      	
                    JPMORGAN
      CHASE BANK, N.A.

                     

                    By:      /s/
      Nancy R. Barwig

                    Name: Nancy
      R. Barwig

                    Title:  
      Vice President

                  
	 
      	 
      
	 
      	
                    BNP
      PARIBAS

                     

                    By:      /s/
      Pasquale A. Perraglia IV

                    Name: Pasquale
      A. Perraglia IV

                    Title:   Vice
      President

                     

                    By:      /s/
      Timothy Chin

                    Name: Timothy
      Chin

                    Title:   Director

                  
	 
      	 
      
	 
      	
                    THE
      BANK OF TOKYO-MITSUBISHI UFJ,

                    LIMITED,
      NEW YORK BRANCH

                     

                    By:      /s/
      Chi-Cheng Chen

                    Name: Chi-Cheng
      Chen

                    Title:   Authorized
      Signatory

                  
	 
      	 
      
	 
      	
                    WACHOVIA
      BANK

                     

                    By:      /s/
      Leanne S. Phillips

                    Name:  Leanne
      S. Phillips

                    Title:    Director

                  


          

        



        
          

        

      

    



    


      
        	 
      	
                BANK
      OF NEW YORK

                 

                By:       /s/
      Hussam S. Alsahlani

                Name:  Hussam
      S. Alsahlani

                Title:    Vice
      President

              
	 
      	 
      
	 
      	
                KEY
      BANK NATIONAL ASSOCIATION

                 

                By:       /s/
      Kevin D. Smith

                Name:  Kevin
      D. Smith

                Title:    Senior
      Vice President

              
	 
      	 
      
	 
      	
                THE
      BANK OF NOVA SCOTIA

                 

                By:       /s/
      Thane Rattew

                Name:  Thane
      Rattew

                Title:   
      Managing Director

              
	 
      	 
      
	 
      	
                UMB
      BANK, N.A.

                 

                By:       /s/
      Robert P. Elbert

                Name:  Robert
      P. Elbert

                Title:    Senior
      Vice President

              
	 
      	 
      
	 
      	
                COMMERCE
      BANK, N.A.

                 

                By:       /s/
      R. David Emley, Jr.

                Name:  R.
      David Emley, Jr.

                Title:    Vice
      President