Exhibit









Exhibit 10.5



LIMITED CONSENT AND
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of March 26, 2018 (this “Agreement”) is entered into among Great Plains Energy Incorporated, a Missouri corporation (the “Borrower”), the lenders party hereto and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (defined below).
RECITALS
WHEREAS, the Borrower, the lenders party thereto and the Administrative Agent entered into that certain Credit Agreement dated as of August 9, 2010 (as amended by that certain First Amendment to Credit Agreement dated as of December 9, 2011, that certain Second Amendment to Credit Agreement dated as of October 17, 2013, that certain First Extension and Waiver dated as of December 17, 2014 and that certain Third Amendment to Credit Agreement dated as of June 13, 2016, the “Credit Agreement”);
WHEREAS, the Borrower entered into that certain Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017 (the “Westar Merger Agreement”), by and among Westar Energy, Inc., a Kansas corporation (“Westar”), the Borrower, Monarch Energy Holding, Inc., a Missouri corporation (“Monarch”), and King Energy, Inc., a Kansas corporation (“King”);
WHEREAS, pursuant to the terms of the Westar Merger Agreement, Westar and the Borrower propose to consummate a series of transactions (the “Westar Merger Transactions”) pursuant to which (i) the Borrower will merge with and into Monarch, with Monarch continuing as the surviving corporation assuming the Obligations of the Borrower under the Credit Agreement and the other Loan Documents, and (ii) Westar will merge with and into King, with Westar continuing as the surviving corporation and as a wholly-owned subsidiary of Monarch;
WHEREAS, the consummation of the Westar Merger Transactions would constitute a Change of Control under the Credit Agreement; and
WHEREAS, the Lenders party hereto have agreed to consent to the consummation of the Westar Merger Transactions and the other transactions contemplated by the Westar Merger Agreement on the terms and subject to the conditions set forth in the Westar Merger Agreement and to amend the Credit Agreement as set forth in this Agreement.
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.    Limited Consent.  Subject to compliance with the terms of Section 6.11(d) of the Credit Agreement, the Lenders hereby offer their limited consent to the consummation of the Westar 







Merger Transactions in accordance with the terms of the Westar Merger Agreement until the earliest of the following (each, a “Consent Termination Event”): (i) the day following the “End Date” as defined in the Westar Merger Agreement as of the Effective Date (after giving effect to any extension permitted under the Westar Merger Agreement as of the Effective Date); (ii) the date the Westar Merger Agreement is validly terminated in accordance with its terms; and (iii) the Westar Merger Agreement is amended or modified or a consent or waiver is provided thereunder in any case in a manner that is materially adverse to the interests of the Lenders after the date hereof.  Upon the occurrence of any Consent Termination Event, (x) the limited consent set forth herein shall automatically terminate and be of no further force or effect, (y) all rights and remedies with respect to the matters set forth in this Section 1 of the Administrative Agent and the Lenders under the Credit Agreement and any other Loan Document shall, without any further action by any person, automatically be reinstated as if the limited consent set forth in this Section 1 hereof had not become effective and (z) clause (ii) of the definition of “Change of Control” (as amended by this Agreement) shall be deleted and given no further force or effect.  This limited consent shall not constitute or be deemed to be a waiver of, consent to or departure from, any other term or provision in the Credit Agreement, which shall continue in full force and effect, nor shall this limited consent constitute a course of dealing among the parties.
2.    Amendments.  The Credit Agreement is hereby amended as follows:
(a)    The definition of “Change of Control” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“Change of Control” means, (i) prior to the consummation of the Westar Merger, an event or series of events by which:
(A)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries, or any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of thirty-three and one-third percent (33 1/3%) or more of the “voting equity interests” (meaning for this purpose the power under ordinary circumstances to vote for the election of members of the board of directors) of the Borrower; or
(B)    during any period of twelve (12) consecutive months (or such lesser period of time as shall have elapsed since the formation of the Borrower), a majority of the members of the board of directors or other equivalent governing body of the Borrower ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by 


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individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;
and (ii) on or after the date of consummation of the Westar Merger, an event or series of events by which:
(A)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of Ultimate Parent or its Subsidiaries, or any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of thirty-three and one-third percent (33 1/3%) or more of the “voting equity interests” (meaning for this purpose the power under ordinary circumstances to vote for the election of members of the board of directors) of Ultimate Parent; or
(B)    during any period of twelve (12) consecutive months (or such lesser period of time as shall have elapsed since the formation of Ultimate Parent), commencing on the date of consummation of the Westar Merger, a majority of the members of the board of directors or other equivalent governing body of Ultimate Parent ceases to be composed of individuals (x) who were members of that board or equivalent governing body on the first day of such period, (y) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (x) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (z) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (x) and (y) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
(b)    The definition of “Total Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“Total Indebtedness” means all Indebtedness of the Borrower and its Consolidated Subsidiaries on a consolidated basis (and without duplication) but without giving effect to the application of ASC Topic 860 with respect to transfers of accounts receivable by KCPL, KCPL GMO, Westar, or one or more of their respective Subsidiaries to a non-Subsidiary, excluding (a) Indebtedness arising under Swap Contracts entered into in the ordinary course of business to hedge bona fide transactions and business risks and not for speculation, (b) Indebtedness of Project Finance Subsidiaries, (c) Indebtedness of KLT Investments Inc. incurred in connection with the acquisition and maintenance of its interests (whether direct or indirect) in low income housing projects and (d) Indebtedness of any variable interest entity as to which (i) neither the Borrower nor any of its Subsidiaries provides credit support of any kind (including any undertaking, agreement or instruments that would constitute Indebtedness) and (ii) there is no recourse to the Capital Stock or assets 


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of the Borrower or any of its Subsidiaries and the relevant legal documents so provide).
(c)    The following definition of “Ultimate Parent” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:
“Ultimate Parent” means Monarch Energy Holding, Inc., a Missouri corporation, or such other name ultimately given to the corporation resulting from the consummation of the merger of the Borrower with and into Monarch Energy Holding, Inc. under the terms of the Westar Merger Agreement.
(d)    The following definition of “Westar Merger” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:
“Westar Merger” means the merger of (i) the Borrower with and into Monarch Energy Holding, Inc., a Missouri corporation, and (ii) Westar Energy, Inc., a Kansas corporation, with and into King Energy, Inc., a Kansas corporation, pursuant to the Westar Merger Agreement.
(e)    The following definition of “Westar Merger Agreement” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows:
“Westar Merger Agreement” means that certain Amended and Restated Agreement and Plan of Merger dated as of July 9, 2017, by and among Westar Energy, Inc., a Kansas corporation, the Borrower, Monarch Energy Holding, Inc., a Missouri corporation, and King Energy, Inc., a Kansas corporation.
(f)    The proviso to Section 6.5 of the Credit Agreement is hereby amended to read as follows:
provided, however, that nothing in this Section 6.5 shall prohibit (x) subject to the Borrower’s compliance with the terms of Section 6.11(d), consummation of the Westar Merger or (y) the termination of the corporate existence of a Subsidiary of the Borrower or a component of its business if the Borrower determines in good faith that such termination is in the best interest of the Borrower and is not materially disadvantageous to the Lenders.
(g)    Section 6.15 of the Credit Agreement is hereby amended to read as follows:
The Borrower shall at all times cause the ratio of (i) Total Indebtedness to (ii) Total Capitalization to be less than or equal to 0.65 to 1.0.
3.    Conditions Precedent.  The limited consent set forth in Section 1 and the amendments set forth in Section 2 shall become effective as of the date (the “Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:
(a)    receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Administrative Agent and the Required Lenders; and


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(b)    all fees required to be paid to the Administrative Agent on or before the date hereof shall have been paid.
4.    Miscellaneous.
(a)    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.  The Borrower acknowledges and confirms that as of the date hereof the Borrower’s obligation to repay the outstanding principal amount of the Loans and reimburse the Issuers for any drawing on a Letter of Credit is unconditional and not subject to any offsets, defenses or counterclaims.  The Administrative Agent, each Lender party hereto and the Borrower acknowledge and confirm that by entering into this Agreement, each party does not waive or release any term or condition of the Credit Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or applicable Law or any of the obligations of such party thereunder.
(b)    The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:
(i)    The Borrower has taken all necessary corporate 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 (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) 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.
(iv)    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.
(v)    No event has occurred and is continuing which constitutes a Default or an Unmatured Default.
(c)    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 or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.


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(d)    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.
(e)    Upon and after the execution of this Agreement by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment shall constitute a Loan Document.
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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 Delaware corporation

	 
	 

	 
	By:  /s/  Lori A. Wright

	 
	Name:  Lori A. Wright

	 
	Title:  Vice President - Corporate Planning, 
Investor Relations and Treasurer

	 
	 

	ADMINISTRATIVE AGENT:
	WELLS FARGO BANK, NATIONAL

	 
	ASSOCIATION,

	 
	as Administrative Agent

	 
	 

	 
	By:  /s/  Frederick W. Price

	 
	Name:  Frederick W. Price

	 
	Title:  Managing Director

	 
	 

	LENDERS:
	Bank of America, N.A.,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Jerry Wells

	 
	Name:  Jerry Wells

	 
	Title:  Director

	 
	 

	LENDERS:
	JPMORGAN CHASE BANK, N.A.,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Helen D. Davis

	 
	Name:  Helen D. Davis

	 
	Title:  Executive Director

	 
	 

	LENDERS:
	MUFG Union Bank, N.A.,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Cherese Joseph

	 
	Name:  Cherese Joseph

	 
	Title:  Vice President

	 
	 

	 
	 








GREAT PLAINS ENERGY INCORPORATED
LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT




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	LENDERS:
	Barclays Bank PLC,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Jake Lam

	 
	Name:  Jake Lam

	 
	Title:  Assistant Vice President

	 
	 

	LENDERS:
	BNP Paribas,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Theodore Sheen

	 
	Name:  Theodore Sheen

	 
	Title:  Director

	 
	 

	 
	By:  /s/  Karima Omar

	 
	Name:  Karima Omar

	 
	Title:  Vice President

	 
	 

	LENDERS:
	SunTrust Bank,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Yann Pirio

	 
	Name:  Yann Pirio

	 
	Title:  Managing Director

	 
	 

	LENDERS:
	MIZUHO BANK, LTD.,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Nelson Chang

	 
	Name:  Nelson Chang

	 
	Title:  Authorized Signatory

	 
	 

	LENDERS:
	U.S. Bank National Association,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Michael E. Temnick

	 
	Name:  Michael E. Temnick

	 
	Title:  Vice President

	 
	 














GREAT PLAINS ENERGY INCORPORATED
LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT









	
		
	LENDERS:
	GOLDMAN SACHS BANK USA,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Chris Lam

	 
	Name:  Chris Lam

	 
	Title:  Authorized Signatory

	 
	 

	LENDERS:
	Keybank National Association

	 
	as a Lender

	 
	 

	 
	By:  /s/  Benjamin C Cooper

	 
	Name:  Benjamin C Cooper

	 
	Title:  Vice President

	 
	 

	LENDERS:
	THE BANK OF NEW YORK MELLON,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Molly C. Homoki

	 
	Name:  Molly C. Homoki

	 
	Title:  Vice President

	 
	 

	LENDERS:
	UMB Bank, n.a.,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Robert P. Elbert

	 
	Name:  Robert P. Elbert

	 
	Title:  Senior Vice President

	 
	 

	LENDERS:
	Commerce Bank,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Aaron M. Siders

	 
	Name:  Aaron M. Siders

	 
	Title:  Senior Vice President

	 
	 

	LENDERS:
	National Cooperative Services Corporation,

	 
	as a Lender

	 
	 

	 
	By:  /s/  Uzma A. Rahman

	 
	Name:  Uzma A. Rahman

	 
	Title:  Assistant Secretary - Treasurer

	 
	 






GREAT PLAINS ENERGY INCORPORATED
LIMITED CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT