Exhibit C-36
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (the "Amendment
Agreement"), made as of October 1, 2001, but effective
as of the date of the Reorganization (as defined below)
among KLT INVESTMENTS INC., a Missouri corporation
("KLT Investments"), KANSAS CITY POWER & LIGHT COMPANY
("KCPL"), GREAT PLAINS ENERGY INCORPORATED ("GPE'), and
XXXX XXXXXXX LIFE INSURANCE COMPANY (formerly known as
Xxxx Xxxxxxx Mutual Life Insurance Company, referred to
herein as "XXXXXXX").
Reference is made to those certain agreements and
certificates described in Exhibit A annexed hereto and
made a part hereof (collectively, the "Documents")
which have been executed by KLT INVESTMENTS and/or KCPL
(as the case may be) in connection with KLT
Investments's investment in certain affordable housing
partnerships or limited liability companies
(hereinafter referred to as the "Partnership").
The Documents (especially each Agreement between
KCPL and KLT INVESTMENTS, referred to in the Documents
and herein as the "Parent Agreement") describe, among
other things, KCPL's obligations with respect to KLT
INVESTMENTS.
KCPL, the parent company of KLT INC. (which in
turn, is the parent company of KLT INVESTMENTS)
anticipates reorganizing into a holding company
structure effective on or about October 1, 2001 (the
"Reorganization").
As part of the above described Reorganization, (a)
KCPL will become a wholly owned subsidiary of GPE; (b)
KCPL will dividend its ownership interest in KLT INC.
to GPE; and (c) consolidated income tax returns will be
filed by GPE.
KLT INVESTMENTS, GPE and KCPL wish to obtain the
consent of XXXXXXX to certain amendments to the
Documents, set forth below, in connection with the
proposed Reorganization;
The parties to this Amendment Agreement hereby
agree as follows:
1. All references in the Documents to "Parent
Company" shall be deemed to refer to GPE.
2. All references in each Parent Agreement to
KCPL shall be deemed to refer to GPE. By signing this
Amendment Agreement, GPE specifically assumes the
duties, obligations and liabilities of KCPL under each
Parent Agreement and acknowledges the assignment of the
Documents to XXXXXXX. KCPL is released and discharged
from any and all duties, obligations and liabilities
arising from or associated with the Documents.
3. All references in the Documents to a "Tax
Sharing Agreement between KCPL and its subsidiaries"
shall be deemed to refer to that certain Tax Allocation
Agreement between GPE and certain of its subsidiaries
dated as of October 1, 2001, which shall be
substantially in the form annexed hereto as Exhibit B,
and as may be amended from time to time to comply with,
or as a result of, changes in federal or state law.
4. In the event either (i) a credit rating on GPE
senior debt from Standard & Poor's or Xxxxx'x Investors
Service at any time becomes less than investment grade,
or (ii) GPE ceases to own at least 80% of the issued
and outstanding voting equity securities of KCPL, then
XXXXXXX shall have the right to cause KLT INVESTMENTS
to repurchase all or any part of the Promissory Notes
(identified in Exhibit A). GPE shall promptly provide
written notice to XXXXXXX upon the occurrence of the
event referenced in clause (ii) of the preceding
sentence. Xxxxxxx shall exercise its right by
providing written notice thereof to KLT INVESTMENTS,
identifying the Promissory Notes to be repurchased (the
"Repurchased Notes"). If the event giving rise to
XXXXXXX'X right to cause such repurchase continues, KLT
INVESTMENTS shall, within sixty (60) days of receipt of
such notice, tender to XXXXXXX an amount in immediately
available funds equal to the aggregate of the unpaid
principal amount of the Repurchased Notes, plus accrued
and unpaid interest thereon to the date of tender (such
amount to be calculated in accordance with the
information contained in Exhibit A). XXXXXXX shall
thereupon xxxx the Repurchased Notes "paid" and deliver
them to KLT INVESTMENTS.
5. XXXXXXX hereby consents to the amendments to
the Documents as set forth above.
6. KLT INVESTMENTS, KCPL and GPE represent to
XXXXXXX that this Amendment Agreement has been properly
executed and delivered by each of the parties'
respective officers.
7. This Amendment Agreement shall be construed in
accordance with the laws of the State of Missouri.
8. This Amendment Agreement may be executed in
any number of counterparts, each of which when executed
and delivered shall be an original, but all such
counterparts shall constitute one and the same
instrument.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL OTHER
REPRESENTATIONS, WARRANTIES, COVENANTS, TERMS AND
CONDITIONS OF THE DOCUMENTS SHALL REMAIN IN FULL FORCE
AND EFFECT.
IN WITNESS WHEREOF, the undersigned has executed
this Amendment Agreement under seal as of this first
day of October, 2001, to be effective as of the date of
the Reorganization.
KLT INVESTMENTS INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: President
KANSAS CITY POWER & LIGHT COMPANY
By: /s/ X. X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: Chairman of the Board, President and CEO
GREAT PLAINS ENERGY INCORPORATED
By: /s/ X. X. Xxxxxxxx
Name: X. X. Xxxxxxxx
Title: Chairman of the Board, President and CEO
XXXX XXXXXXX LIFE INSURANCE COMPANY
By: /s/ S. Xxxx Xxx
Name: S. Xxxx Xxx
Title: Managing Director
