December 6, 2006
EXHIBIT
10.1.41
December
6, 2006
Strategic
Energy, L.L.C.
Xxx
Xxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000-0000
Attn:
Xxxxxx Xxxxxxxx, Chief Financial Officer
Re:
Waiver and Amendment
Ladies
and Gentlemen:
Reference
is made to that certain Amended and Restated Credit Agreement, dated as of
July
2, 2004, among Strategic Energy, L.L.C. (the “Borrower”),
LaSalle Bank National Association (“LaSalle”),
as
Administrative Agent (the “Administrative
Agent”)
and a
Lender, PNC Bank, National Association, as Syndication Agent and a Lender,
and
such other Lenders a party thereto (collectively, the “Lenders”),
as
amended by that certain Amendment No. 1 to Amended and Restated Credit
Agreement, December 20, 2005 (as such credit agreement was and may hereafter
be
amended, modified, supplemented, extended or restated, the “Credit
Agreement”).
Capitalized terms used and not defined herein shall have the meanings assigned
to them in the Credit Agreement.
Waiver
Reference
is hereby made to Section
7.3(D)(vi)
of the
Credit Agreement, which provides that the Borrower or any of its Subsidiaries
shall not directly or indirectly make or own any Investments consisting of
loans
to GPE or its Subsidiaries in an amount that exceeds $10,000,000 in the
aggregate at any time outstanding. The Borrower has informed the Administrative
Agent that on September 20, 2006 and continuing through the date hereof, it
has
advanced a loan to GPE that in an aggregate amount outstanding with other loans
to GPE are in excess of $10,000,000 (but at no time exceeding $13,500,000).
Based on the representations of the Borrower to the Administrative Agent
regarding such loans and as otherwise set forth herein, Required Lenders hereby
waive the violation of Section
7.3(D)(vi)
of the
Credit Agreement for the period from September 20, 2006 through and including
the effective date of this letter agreement.
Amendment
Upon
the
effectiveness of this letter agreement, as provided below, Section
7.3(D)(vi)
of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
(vi) Investments
in an amount not to exceed $20,000,000 in the aggregate at any time outstanding
consisting of loans to GPE or its Subsidiaries; and
Strategic
Energy, L.L.C.
December
6, 2006
General
Except
for the waiver and amendment expressly provided by this letter agreement, the
terms and provisions of the Credit Agreement and the other Loan Documents are
hereby ratified and confirmed and shall continue in full force and effect.
By
agreeing to this letter agreement as acknowledged below, each of the Borrower
and the Guarantor hereby certifies and warrants to the Administrative Agent
and
the Lenders that, except as previously disclosed or supplemented in writing
to
the Administrative Agent, each of its representations and warranties contained
in the Loan Documents to which it is a party are true and correct as of the
effective date of this letter agreement, including that no Default or Event
of
Default exists, with the same effect as though made on such effective date
(after giving effect to the waiver and amendment contained in this letter
agreement and except to the extent any such representation or warranty is
expressly stated to have been made as of a specific date, in which case such
representation or warranty shall be true and correct as of such specified date).
The waiver and amendment provided herein shall be effective only upon receipt
by
the Administrative Agent of an execution counterpart of this letter agreement
signed by the Borrower and the Guarantor, the Administrative
Agent and the Required Lenders; and is conditioned upon the correctness of
all
representations and warranties made by each of the Loan Parties. The waiver
and
amendment contained herein shall not constitute a course of dealing between
any
of the Borrower, the Guarantor, the Administrative Agent or any Lender. This
letter agreement shall be governed by, construed and enforced in accordance
with
all provisions of the Credit Agreement and may be executed in multiple
counterparts.
[remainder
of page blank]
Strategic
Energy, L.L.C.
December
6, 2006
Please
evidence your acknowledgment of and agreement to the foregoing by executing
this
letter in the place indicated below.
Sincerely,
LASALLE
BANK NATIONAL ASSOCIATION, as
Administrative Agent and a Lender
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
First Vice President
Acknowledged
and agreed to:
STRATEGIC
ENERGY, L.L.C., as
the
Borrower
By:
/s/
Xxxxxx X. Xxxxxxxx
Name:
Xxxxxx
X. Xxxxxxxx
Title: Chief
Financial Officer
GREAT
PLAINS ENERGY INCORPORATED,
as
the
Guarantor
By:
/s/
Xxxxxxx X. Xxxxx
Name:
Xxxxxxx
X. Xxxxx
Title: Treasurer
and Chief Risk Officer
[signatures
continue on next page]
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
First
National Bank of Pennsylvania, as
a
Lender
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx
X. Xxxxxx
Title: Vice
President
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
Sky
Bank, as
a
Lender
By:
/s/
W. Xxxxxxxxxxx Xxxxxx
Name:
W.
Xxxxxxxxxxx Xxxxxx
Title: Vice
President
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
Fifth
Third Bank, as
a
Lender
By:
/s/
Xxx Xxxxxxxx
Name:
Xxx
Xxxxxxxx
Title: Vice
President
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
PNC
Bank, National Association, as
a
Lender
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx
X.
Xxxxxxx
Title: Vice
President
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
National
City Bank, as
a
Lender
By:
/s/
Xxxxx X. Xxxxxxx
Name:
Xxxxx
X.
Xxxxxxx
Title: Vice
President
Strategic
Energy, L.L.C.
December
6, 2006
[Signatures
continued from previous page]
Citizens
Bank of Pennsylvania, as
a
Lender
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxxx
X. Xxxxxx
Title: Senior
Vice President
