AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(G)(3)
-
GREAT PLAINS GUARANTY AGREEMENT
EXHIBIT 1.1(I)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(P)(1)
-
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)
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PLEDGE AGREEMENT
EXHIBIT 1.1(S)(1)
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SECURITY AGREEMENT
EXHIBIT 1.1(S)(2)
-
SUBORDINATION AGREEMENT
EXHIBIT 2.5
-
LOAN REQUEST
EXHIBIT 8.3.1
-
BORROWING BASE CERTIFICATE
EXHIBIT 8.3.4
-
QUARTERLY COMPLIANCE CERTIFICATE
iii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
October 3, 2007, and is made by and among STRATEGIC ENERGY, L.L.C., a Delaware
limited liability company (the "Borrower"), each of the GUARANTORS (as
hereinafter defined and other than Great Plains Energy Incorporated), the
LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as administrative agent for the Lenders under this Agreement
(hereinafter referred to in such capacity as the "Administrative Agent").
The Borrower has requested the Lenders to provide a revolving credit facility to
the Borrower in an aggregate principal amount not to exceed $50,000,000.
In
consideration of their mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby, the parties hereto covenant and agree as
follows:
1.
CERTAIN DEFINITIONS
1.1
Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible, chattel
paper, instrument or document representing any right to payment for goods sold
or services rendered, whether or not earned by performance and whether or not
evidenced by a contract, instrument or document, which is now owned or hereafter
acquired by any Borrower or any of its Subsidiaries.
Account Debtor shall mean any Person who is or who may become obligated to the
Borrower or any of its Subsidiaries under, with respect to, or on account of, an
Account.
Acquisition shall mean any acquisition whether by purchase or by merger, (i) all
of the ownership interests of another Person or (ii) substantially all of assets
of another Person, constituting a business or division of another Person.
Administrative Agent shall mean PNC Bank, National Association, and its
successors and assigns.
Administrative Agent's Fee shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
Administrative Agent's Letter shall have the meaning specified in Section 10.9
[Administrative Agent's Fee].
Affiliate as to any Person any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person,
(ii) which beneficially owns or holds 10% or more of any class of the voting or
other equity interests of such Person, or (iii) 10% or more of any class of
voting interests or other equity interests of which is beneficially owned or
held, directly or indirectly, by such Person.
Anti-Terrorism Laws shall mean any Laws relating to terrorism or money
laundering, including Executive Order No. 13224, the USA Patriot