TO: LaSalle Bank National Association, as contractual representative for the Lenders, (the “Administrative Agent”) under that certain Amended and Restated Credit Agreement, dated as of July 2, 2004 (the “Credit Agreement”), by and among Strategic...
Exhibit
No. 10.1.f
October
2,
2006
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TO:
|
LaSalle
Bank National Association, as contractual representative for the
Lenders,
(the “Administrative Agent”) under that certain Amended and Restated
Credit Agreement, dated as of July 2, 2004 (the “Credit Agreement”), by
and among Strategic Energy, L.L.C. (the “Borrower”), the financial
institutions from time to time parties thereto as lenders (the “Lenders”)
and the Administrative Agent.
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Unless
otherwise defined herein, terms defined or used in that certain Amended and
Restated Limited Guaranty dated as of July 2, 2004 and reaffirmed from time
to
time from Great Plains Energy Incorporated (the “Guarantor”) in favor of the
Lenders under the Credit Agreement (the “GPE Guaranty”) shall have the same
meanings in this Guaranty Amount Amendment Agreement.
Upon
the
Effective Date (as hereinafter defined), the Guarantor amends the GPE Guaranty
to decrease the Guaranty Adjustment Amount to $12,500,000 (which amount is
not
less than zero (0)).
The
Guarantor hereby represents and warrants that:
(i)
The
Guarantor (a) is a corporation duly organized, validly existing and in existence
under the laws of the jurisdiction of its organization, (b) is duly qualified
to
do business as a foreign corporation and is in good standing under the laws
of
each jurisdiction in which failure to be so qualified and in good standing
could
reasonably be expected to have a material adverse effect on the business,
condition (financial or otherwise), operations, performance, properties or
prospects of the Guarantor, and (c) has all requisite corporate power and
authority to own, operate and encumber its property;
(ii)
The
Guarantor has the requisite corporate power and authority to execute, deliver
and perform this Guaranty Amount Amendment Agreement and any other document
required to be delivered by it under the Credit Agreement or the GPE Guaranty,
and this Guaranty Amount Amendment Agreement has been duly executed and
delivered and constitutes the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms;
(iii)
The
execution, delivery and performance of this Guaranty Amount Amendment Agreement
do not and will not (a) conflict with the Articles of Incorporation or By-Laws
of the Guarantor, (b) require any approval of the Guarantor’s shareholders
except such as has been obtained, (c) require any approval or consent of any
Person or Governmental Authority, or under the terms of any material agreement
except as such has been obtained, and (d) will not result in or require the
creation of any lien or security interest upon or with respect to any of the
properties or assets of the Guarantor other than pursuant to the Loan Documents;
(iv)
No
Default or Unmatured Default has occurred and is continuing under the Credit
Agreement or will result from the execution, delivery and performance of this
Guaranty Amount Amendment Agreement; and
(v)
No
Event of Default or GPE Cross Default has occurred and is continuing under
the
GPE Guaranty.
This
Guaranty Amount Amendment Agreement, and the amendment of the GPE Guaranty
contemplated thereby, will become effective on the date that all of the
following conditions precedent have been met (or waived) as determined by the
Administrative Agent in its sole discretion (the “Effective Date”): (i)
execution of this Guaranty Amount Amendment Agreement by the Guarantor, the
Borrower and the Administrative Agent, (ii) the representations and warranties
contained herein shall be true and correct in all respects, and (iii) receipt
by
the Administrative Agent of any certificates establishing compliance with the
Financial Covenants.
Except
as
expressly set forth herein, this Guaranty Amount Amendment Agreement shall
not
be deemed to waive or modify any provision of the GPE Guaranty and, as so
modified, the GPE Guaranty is hereby reaffirmed and remains in full force and
effect. This Guaranty Amount Amendment Agreement shall be binding upon and
inure
to the benefit of the parties hereto and their respective successors and
assigns. THIS GUARANTY AMOUNT AMENDMENT AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED UNDER AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAW, AS OPPOSED
TO
THE CONFLICT OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS. This Guaranty Amount
Amendment Agreement may be delivered by facsimile and executed in one or more
counterparts and by different parties in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all of
which counterparts taken together shall constitute but one and the same
agreement.
2
GREAT
PLAINS ENERGY INCORPORATED
By: _________________________________
Name: Xxxxxxx
X. Xxxxx
Title: Treasurer
and Chief Risk Officer
Date: _________________________________
Acknowledged
and Agreed:
STRATEGIC
ENERGY, L.L.C.
By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
LASALLE
BANK NATIONAL ASSOCIATION,
as
Administrative Agent
By: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________
3
