Kansas Gas and Electric Company As Lessee REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2005 • Kansas Gas & Electric Co /Ks/ • Electric services • New York
Kansas Gas and Electric Company, a Kansas corporation (the “Company”) and U.S. Bank National Association, a national banking association (“USB”), not in its individual capacity but solely as owner trustee (the “Owner Trustee”), have entered into a Purchase Agreement dated June 21, 2005 (the “Purchase Agreement”) with Credit Suisse First Boston LLC, Citigroup Global Markets Inc., ABN AMRO Incorporated, Barclays Capital Inc., Deutsche Bank Securities Inc, Piper Jaffray & Co. and Hibernia Southcoast Capital, Inc. (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), relating to $320,000,000 aggregate principal amount of 5.647% Secured Facility Bonds, Series 2005, Due 2021 (the “Initial Securities”). The Initial Securities will be issued pursuant to the Trust Indenture, Security Agreement and Mortgage dated as of September 1, 1987 (the “Original Indenture”) among the Company, the Owner Trustee and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Co
TOKansas Gas & Electric Co /Ks/ • August 14th, 2002 • Electric services
AMENDMENT NO. 1 TO GROUND LEASEGround Lease • July 1st, 2005 • Kansas Gas & Electric Co /Ks/ • Electric services • Kansas
THIS AMENDMENT No. 1, dated as of June 30, 2005, between KANSAS GAS AND ELECTRIC COMPANY, a corporation organized and operating under the laws of the State of Kansas (“KGE”; together with its successors and assigns as owner of the Ground Interest, the “Lessor”), as lessor, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to The Connecticut National Bank), a national banking association, not in its individual capacity but solely as owner trustee under the Trust Agreement with Comcast MO Financial Services, Inc. (formerly named US West Financial Services, Inc.) (the “Owner Participant”) dated as of September 1, 1987 (“Owner Trustee”; together with its successors and assigns as lessee under the Ground Lease of the Ground Interest, including, without limitation, any successor trustee under the Trust Agreement, the “Lessee”), as lessee (this “Amendment”) to the GROUND LEASE dated as of September 1, 1987 between the Lessor and the Lessee (the “Ground Lease”).
DEUTSCHE BANK TRUST COMPANY AMERICAS EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 22nd, 2005 • Kansas Gas & Electric Co /Ks/ • Electric services • New York
Kansas Gas and Electric Company, a Kansas corporation (the “Company”), is offering (the “Exchange Offer”) to exchange up to $320,000,000 of its new 5.647% Secured Facility Exchange Bonds, Series 2005, Due 2021 (the “2005 Exchange Bonds”) for an equal principal amount of its 5.647% Secured Facility Bonds, Series 2005, Due 2021 (the “2005 Bonds” and, together with the 2005 Exchange Bonds, the “Bonds”), pursuant to a prospectus (the “Prospectus”) included in the Company’s Registration Statement on Form S-4 (as amended from time to time the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) and attached hereto as Exhibit A. The Term “Expiration Date” shall mean 5:00 p.m., New York City time, on , 20 , unless the Exchange Offer is extended as provided in the Prospectus, in which case the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer is extended. Upon execution of this Agreement, Deutsche Bank Trust Company Americ
AMENDMENT NO. 1 TO SUBLEASEKansas Gas & Electric Co /Ks/ • July 1st, 2005 • Electric services • Kansas
THIS AMENDMENT No. 1, dated as of June 30, 2005, between U.S. BANK NATIONAL ASSOCIATION (as successor in interest to The Connecticut National Bank), a national banking association, not in its individual capacity but solely as owner trustee under the Trust Agreement with Comcast MO Financial Services, Inc. (formerly named US West Financial Services, Inc.) (the “Owner Participant”) dated as of September 1, 1987 (the “Owner Trustee”; together with its successors and assigns as sublessor under the Sublease, including, without limitation, any successor trustee under the Trust Agreement, the “Sublessor”), as sublessor, and KANSAS GAS AND ELECTRIC COMPANY, a corporation organized and operating under the laws of the State of Kansas (“KGE”; together with its successors and assigns as sublessee under the Sublease, the “Sublessee”), as sublessee (this “Amendment”), to the SUBLEASE dated as of September 1, 1987 between the Sublessor and the Sublessee (the “Sublease”).
Exhibit 99 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG WESTERN RESOURCES, INC., KANSAS GAS AND ELECTRIC COMPANY, NKC, INC., AND KANSAS CITY POWER & LIGHT COMPANY Dated as of March 18, 1998 AMENDED AND RESTATED AGREEMENT AND PLAN OF...And Restated Agreement and Plan of Merger • March 30th, 1998 • Kansas Gas & Electric Co /Ks/ • Electric services • Kansas
SECOND SUPPLEMENTAL PARTICIPATION AGREEMENT among U.S. BANK NATIONAL ASSOCIATION Owner Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS Indenture Trustee COMCAST MO FINANCIAL SERVICES, INC. Owner Participant and KANSAS GAS AND ELECTRIC COMPANY LesseeSupplemental Participation Agreement • July 1st, 2005 • Kansas Gas & Electric Co /Ks/ • Electric services • New York
THIS SECOND SUPPLEMENTAL PARTICIPATION AGREEMENT is dated as of June 30, 2005, among U.S. BANK NATIONAL ASSOCIATION (as successor in interest to The Connecticut National Bank), a national banking association, not in its individual capacity except to the extent set forth herein but solely as owner trustee (“Owner Trustee”) under the Trust Agreement dated as of September 1, 1987, DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor in interest to Bankers Trust Company), a New York banking corporation, in its individual capacity to the extent set forth herein and as indenture trustee (“Indenture Trustee”), COMCAST MO FINANCIAL SERVICES, INC. (formerly named US West Financial Services, Inc.), a Colorado corporation, as owner participant (“Owner Participant”), and KANSAS GAS AND ELECTRIC COMPANY, a Kansas corporation, as lessee (“KGE” or “Lessee”).
AMENDMENT NO. 4 TO LEASE AGREEMENT dated as of June 30, 2005 between as Owner Trustee, as Lessor, and KANSAS GAS AND ELECTRIC COMPANY, as LesseeLease Agreement • July 1st, 2005 • Kansas Gas & Electric Co /Ks/ • Electric services • New York
This Amendment No. 4 has been executed in 10 original counterparts of which this is original counterpart number ; only original counterpart number 1 constitutes chattel paper within the meaning of the Uniform Commercial Code; accordingly, any assignee of any rights of Lessor under this Amendment No. 4 cannot perfect a security interest in such rights without taking possession of original counterpart number 1 or making a filing under the Uniform Commercial Code.
