Exhibit 4(b)
KANSAS CITY POWER & LIGHT COMPANY
(a Missouri corporation)
Debt Securities
TERMS AGREEMENT
November 15, 2001
To: Kansas City Power & Light Company
0000 Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
We understand that Kansas City Power & Light Company, a
Missouri corporation (the "Company"), proposes to issue and
sell $150,000,000 aggregate principal amount of its senior
debt securities (the "Debt Securities"). Subject to the
terms and conditions set forth or incorporated by reference
herein from the Underwriting Agreement, dated November 15,
2001, among the Company and ABN AMRO Incorporated and BNY
Capital Markets, Inc., the underwriters named below (the
"Underwriters") offer to purchase, severally and not
jointly, the principal amount of Debt Securities opposite
their names set forth below at the purchase price set forth
below.
Principal Amount
Underwriter of Debt Securities
--------------------------------------------------------
ABN AMRO Incorporated $52,500,000
BNY Capital Markets, Inc. $52,500,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. $45,000,000
Total $150,000,000
Debt Securities
---------------
Title: 6.50% Senior Notes due November 15, 2011
Rank: The Senior Notes will rank equally with the Company's
other unsecured debt securities that are not subordinated
obligations.
Ratings: Xxxxx'x Investors Service, Inc. - A2 (Stable Outlook)
Standard & Poor's Ratings Group - BBB+ (Negative Outlook)
Aggregate principal amount: $150,000,000
Denominations: $1,000
Currency of payment: U.S. dollars
Interest rate or formula: 6.50% per annum
Interest payment dates: November 15 and May 15, commencing
May 15, 2002
Regular record dates: November 1 or May 1, as applicable,
prior to the Interest Payment Dates
Stated maturity date: November 15, 2011
Redemption provisions: Optional make-whole redemption (T+25)
as described in the prospectus supplement.
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: None
Black-out provisions: Date of this Terms Agreement through
Closing Date
2
Fixed or Variable Price Offering: Fixed Price Offering
If Fixed Price Offering, initial public offering price:
99.851% of the principal amount, plus accrued interest,
if any, from November 20, 2001.
Form: Book-entry only
Other terms and conditions:
Underwriting Fee: 0.65% ($975,000)
Net Proceeds after Underwriting Fee and before expenses:
99.201% ($148,801,500)
Closing Date and location: November 20, 2001 at the offices
of Xxxxx Xxxxxxxxxx LLP
3
Please accept this offer no later than 6 p.m. (New
York City time) on November 15, 2001 by signing a copy of
this Terms Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
ABN AMRO INCORPORATED
By: /s/Xxxxx Xxxx
Authorized Signatory
BNY CAPITAL MARKETS, INC.
By: /s/Xxxx X. Xxxxxx
Authorized Signatory
Acting on behalf of themselves
and the other underwriter
named herein
Accepted:
KANSAS CITY POWER & LIGHT
COMPANY
By: /s/Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President-Finance,
Chief Financial Officer
and Treasurer
