AMENDMENT NO. 1
Exhibit
10.2.2
AMENDMENT
XX. 0
XXXXXXXXX
XX. 0 dated as of April 2, 2007 (the "Amendment")
among
KANSAS CITY POWER & LIGHT RECEIVABLES COMPANY (the "Seller"),
KANSAS
CITY POWER & LIGHT COMPANY (the initial collection agent, "collection
Agent")
and THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (17k/a The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, the "Agent")
and
VICTORY RECEIVABLES CORPORATION (the "Purchaser")
to the
RECEIVABLES SALE AGREEMENT, dated as of July 1, 2005, among the parties
hereto.
WHEREAS,
the
Seller, the Collection Agent, the Purchaser and the Agent have heretofore
entered into a Receivables Sale Agreement dated as of July 1, 2005 (as amended
from
time to
time, the "Agreement");
and
WHEREAS,
the
Seller, the Collection Agent, the Purchaser and the Agent seek to
modify
the Agreement upon the terms hereof.
NOW,
THEREFORE, in
exchange for good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged and confirmed), the Seller, the Collection
Agent,
the
Purchaser and the Agent hereto agree as follows:
1. Definitions.
Unless
otherwise defined or provided herein, capitalized terms used
herein
have the meanings attributed thereto in the Agreement.
2. Amendments.
The
Agreement is hereby amended as follows:
A.
The
definition of "Monthly Report Date" in Schedule I of
the
Agreement is
hereby
amended and restated in its entirety as follows:
"Monthly
Report Date" means
with respect to each calendar month, the fifteenth
(15) day of the immediately succeeding calendar month (or if such
day
is not a Business Day, the immediately succeeding Business
Day).
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B. The
beginning of Section 5.1(a)(vi) of the Agreement is hereby amended and restated
in its entirety to read as follows:
"(vi)
Receivables
Agreed Upon Procedures Report. As
soon
as
available and in any event by October 31" of each year,"
C. The
beginning of Schedule 5. l (a)(vi) of the Agreement is hereby amended and
restated in its entirety to read as follows:
As
soon
as available and in any event by October 31" of each year"
3. Conditions
to Effectiveness.
This
Amendment shall be effective as of the date first above written upon
satisfaction of the following conditions precedent:
(a) Execution
of Amendment.
The
Agent shall have received a counterpart of this Amendment duly executed by
the
Seller, the Collection Agent and the Purchaser.
(b) No
Defaults.
No
Termination Event shall have occurred and be continuing either before or
immediately after giving effect to this Amendment.
(c) Representations
and Warranties True.
The
representations and warranties of the Seller contained in the Agreement shall
be
true and correct both as of the date hereof and immediately after giving effect
to this Amendment.
(a) The
Agreement (except. as specifically amended herein) shall remain in full
force and effect and said Agreement is hereby ratified and confirmed in
all
respects
by each of the parties hereto.
(b) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of or amendment to any right,
power or remedy of the Agent or the Purchaser under, nor constitute a waiver
of
or amendment to, any other provision or condition under any Transaction
Document other than as specifically contemplated by the Agreement.
5. Successors
and Assigns. This
Amendment shall be binding upon and inure to
the
benefit of the Seller, the Collection Agent, the Purchaser and the Agent, and
their respective successors and assigns.
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6. Execution
in Counterparts.
This
Amendment may be executed in any number of counterparts and by each party hereto
in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and both of which taken together
shall constitute
one and
the same instrument. Delivery of an executed counterpart hereof by telecopy
or
other electronic means shall be deemed to be an original.
7. Governing
Law.
This
Amendment shall be governed by, and shall be construed in accordance with,
the
internal laws of the State of New York (including Section 5-1401-1 of the
General Obligations Law), but without regard to any other conflicts of law
provisions thereof.
8. Headings.
Section
headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment or are
given
any
substantive effect.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
SELLER: KANSAS
CITY POWER & LIGHT RECEIVABLES
COMPANY
By:
/s/ Xxxxx X. Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
President
COLLECTION
AGENT: KANSAS
CITY POWER & LIGHT COMPANY
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Treasurer
PURCHASER: VICTORY
RECEIVABLES CORPORATION
By:
/s/ Xxxxxxxx Xxxxxxx
Name:
Xxxxxxxx X. Xxxxxxx
Title:
Secretary
Agreed
and accepted to by:
AGENT: THE
BANK
OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW
YORK
BRANCH
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Vice President and Manager
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