Exhibit 10.1.d
LINE OF CREDIT AGREEMENT
THIS LINE OF CREDIT AGREEMENT (this "Agreement"), dated as of
June 14, 2002, is between GREAT PLAINS ENERGY INCORPORATED, a
Missouri corporation (herein called the "Company"), and LASALLE
BANK NATIONAL ASSOCIATION (herein called the "Bank").
On the terms and subject to the conditions set forth in this
Agreement, the Bank hereby agrees to make Advances to the
Company, from time to time on any Business Day falling during the
period from the date hereof to June 13, 2003, (the "Commitment
Termination Date"), in such amounts as the Company may from time
to time request but not exceeding $20,000,000 in aggregate
principal amount (the "Commitment Amount") at any one time
outstanding. Subject to the terms hereof, the Company may from
time to time borrow, prepay and (before the Commitment
Termination Date) reborrow Advances made pursuant to this
Agreement.
In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the meanings indicated for purposes of
this Agreement and the Note (such meanings to be equally
applicable to both the singular and plural forms of the terms
defined):
"Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate amount of the
several loans made on the same Borrowing Date (or date of
conversion or continuation) by the Bank to the Borrower of the
same Type and, in the case of Eurodollar Advances, for the same
Interest Period.
"Alternate Base Rate" means, for any day, a rate of interest
per annum equal to the higher of (i) the Prime Rate for such day
and (ii) the sum of the Federal Funds Effective Rate for such day
plus 1/2% per annum.
"Applicable Margin" means, with respect to Advances of any
Type at any time, the percentage rate per annum which is
applicable at such time with respect to Advances of such Type as
set forth in the Pricing Schedule.
"Attributable Indebtedness" means, on any date, (a) in
respect of any Capitalized Lease Obligation of any Person, the
capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP is such
lease were accounted for as a Capitalized Lease.
"Authorized Officer" means any officer or employee
designated by the Company from time to time in an incumbency
certificate, which certificate shall become effective when
received by the Bank.
"Borrower" means Great Plains Energy Incorporated, a
Missouri corporation, and it's permitted successors and assigns.
"Borrowing Date" means a date on which an Advance is made
hereunder.
"Business Day" means (i) with respect to any borrowing,
payment or rate selection of Eurodollar Advances, a day (other
than a Saturday or Sunday) on which banks generally are open in
Chicago and New York for the conduct of substantially all of
their commercial lending activities and on which dealings in
United States dollars are carried on in the London interbank
market and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago
for the conduct of substantially all of their commercial lending
activities.
"Capitalized Lease" of a Person means any lease of Property
by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP.
"Capitalized Lease Obligations" of a Person means the amount
of the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.
"Consolidated EBITDA" means, for any period, for the
Borrower and its Consolidated Subsidiaries, an amount equal to
the result of (i) Consolidated Net Income plus (ii) Consolidated
Interest Charges plus (iii) the amount of taxes, based on or
measured by income, used or included in the determination of such
Consolidated Net Income plus (iv) the amount of depreciation and
amortization expense deducted in determining such Consolidated
Net Income plus (v) all other non-cash items that reduce
Consolidated Net Income for such period minus (vi) all non-cash
items that increase Consolidated Net Income for such period.
"Consolidated Interest Charges" means, for the Borrower and
its Consolidated Subsidiaries for any period, the sum of (i) all
interest, premium payments, fees, charges and related expenses of
the Borrower and its Consolidated Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection
with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, and (ii) the
portion of rent expense of the Borrower and its Consolidated
Subsidiaries with respect to such period under capital leases
that is treated as interest in accordance with GAAP. It is
understood and agreed that Consolidated Interest Charges shall
not include any obligations of the Borrower or any Consolidated
Subsidiary with respect to subordinated, deferrable interest debt
securities, and any related securities issued by a trust or other
special purpose entity in connection therewith, as long as the
maturity date of such debt securities is subsequent to the
scheduled Commitment Termination Date.
"Consolidated Net Income" means, for any period, for the
Borrower and its Consolidated Subsidiaries, the net income of the
Borrower and its Consolidated Subsidiaries from continuing
operations, excluding extraordinary items for that period.
"Consolidated Subsidiaries" means, as to any Person, each
Subsidiary of such Person (whether now existing or hereafter
created or acquired) the financial statements of which shall be
(or should have been) consolidated with the financial statements
of such Person in accordance with GAAP.
"Contingent Obligation" of a Person means any agreement,
undertaking or arrangement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any
creditor of such other Person against loss.
"DTI Company" means any of DTI Holdings, Inc. and any of its
Subsidiaries.
"Eurodollar Advance" means an Advance which bears interest
at the applicable Eurodollar Rate.
"Eurodollar Base Rate" means, with respect to a Eurodollar
Advance for the relevant Interest Period, the applicable British
Bankers' Association Interest Settlement Rate for deposits in
U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest
Period; provided that, (i) if Reuters Screen FRBD is not
available to the Bank for any reason, the applicable Eurodollar
Base Rate for the relevant Interest Period shall instead be the
applicable British Bankers' Association Interest Settlement Rate
for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, and
(ii) if no such British Bankers' Association Interest Settlement
Rate is available to the Bank, the applicable Eurodollar Base
Rate for the relevant Interest Period shall instead be the rate
determined by the Bank to be the rate at which the Bank offers to
place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period,
in the approximate amount of the Bank's relevant Eurodollar Loan
and having a maturity equal to such Interest Period.
"Eurodollar Loan" means a loan which bears interest at the
applicable Eurodollar Rate.
"Eurodollar Rate" means, with respect to a Eurodollar
Advance or Eurodollar Loan for the relevant Interest Period, the
sum of (i) the quotient of (a) the Eurodollar Base Rate
applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the Applicable Margin. The Eurodollar
Rate shall be rounded to the next higher multiple of 1/16 of 1%
if the rate is not such a multiple.
"Facility Fee Rate" means, at any time, the percentage rate
per annum at which facility fees are accruing at such time as set
forth in the Pricing Schedule.
"Federal Funds Effective Rate" means, for any date, an
interest rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (Chicago time) on such day
on such transactions received by the Bank from three Federal
funds brokers of recognized standing selected by the Bank in its
sole discretion.
"Floating Rate" means, for any day, a rate per annum equal
to the sum of (i) the Alternate Base Rate for such day plus (ii)
the Applicable Margin, in each case changing when and as the
Alternate Base Rate changes.
"Floating Rate Advance" means an Advance which bears
interest at the Floating Rate.
"Floating Rate Loan" means a loan which bears interest at
the Floating Rate.
"GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of
Certified Public Accountants and statements of the Financial
Accounting Standards Board.
"Indebtedness" means, as to any Person at a particular time,
all of the following, without duplication, to the extent recourse
may be had to the assets or properties of such Person in respect
thereof: (i) all obligations of such Person for borrowed money
and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;
(ii) any direct or contingent obligations of such Person in the
aggregate in excess of $2,000,000 arising under letters of credit
(including standby and commercial), banker's acceptances, bank
guaranties, surety bonds and similar instruments; (iii) net
obligations of such Person under Swap Contracts; (iv) all
obligations of such Person to pay the deferred purchase price of
property or services except trade accounts payable arising, and
accrued expenses incurred, in the ordinary course of business),
and indebtedness (excluding prepaid interest thereon) secured by
a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;
(v) Capitalized Lease Obligations and Synthetic Lease Obligations
of such Person; and (vi) all Contingent Obligations of such
Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person
shall include the Indebtedness of any partnership or joint
venture in which such Person is a general partner or a joint
venturer, unless such Indebtedness is non-recourse to such
Person. It is understood and agreed that Indebtedness (including
Contingent Obligations) shall not include any obligations of the
Borrower with respect to subordinated, deferrable interest debt
securities, and any related securities issued by a trust or other
special purpose entity in connection therewith, as long as the
maturity date of such debt is subsequent to the scheduled
Commitment Termination Date; provided that the amount of
mandatory principal amortization or defeasance of such debt prior
to the scheduled Commitment Termination Date shall be included in
this definition of Indebtedness. The amount of any Capitalized
Lease Obligation or Synthetic Lease Obligation as of any date
shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date.
"Interest Period" means, with respect to a Eurodollar
Advance, a period of one, two, three or six months commencing on
a Business Day selected by the Borrower pursuant to this
Agreement. Such Interest Period shall end on the day which
corresponds numerically to such date one, two, three or six
months thereafter; provided, however, that if there is no such
numerically corresponding day in such next, second, third or
sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third, or sixth
succeeding month. If an Interest Period would otherwise end on a
day which is not a Business Day, such Interest Period shall end
on the next succeeding Business Day; provided, however, that if
said next succeeding Business Day falls in a new calendar month,
such Interest Period shall end on the immediately preceding
Business Day.
"Lien" means any lien (statutory or other), mortgage,
pledge, hypothecation, assignment, deposit arrangement,
encumbrance or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other
title retention agreement).
"Moody's" means Xxxxx'x Investors Service, Inc.
"Person" means any natural person, corporation, firm, joint
venture, partnership, limited liability company, association,
enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or
instrumentality thereof.
"Pricing Schedule" means the schedule attached hereto
identified as such.
"Prime Rate" means a rate per annum equal to the prime rate
of interest announced by the Bank from time to time (which is not
necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes.
"Project Finance Subsidiary" means any Subsidiary that meets
the following requirements: (i) it is primarily engaged, directly
or indirectly, in the ownership, operation and/or financing of
independent power production and related facilities and assets;
and (ii) neither the Borrower nor any other Subsidiary (other
than another Project Finance Subsidiary) has any liability,
contingent or otherwise, for the Indebtedness or other
obligations of such Subsidiary (other than non-recourse liability
resulting from the pledge of stock of such Subsidiary).
"Property" of a Person means any and all property, whether
real, personal, tangible, intangible, or mixed, of such Person,
or other assets owned, leased or operated by such Person.
"Regulatory Change" means the introduction of, or any change
in any applicable law, treaty, rule, regulation or guideline or
in the interpretation or administration thereof by any
governmental authority or any central bank or other fiscal,
monetary or other authority having jurisdiction over the Bank or
its lending office.
"Reserve Requirement" means, with respect to an Interest
Period, the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is
imposed under Regulation D on Eurocurrency liabilities.
"S&P" means Standard and Poor's Ratings Services, a division
of The McGraw Hill Companies, Inc.
"Shareholders' Equity" means, as of any date of
determination for the Borrower and its Consolidated Subsidiaries
on a consolidated basis, shareholders equity as of that date
determined in accordance with GAAP.
"Subsidiary" of a Person means (i) any corporation more than
50% of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries, or (ii)
any partnership, limited liability company, association, join
venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall
at the time be so owned or controlled; provided that no DTI
Company will be considered a Subsidiary of the Borrower for
purposes of this Agreement. Unless otherwise expressly provided,
all references herein to a "Subsidiary" shall mean a Subsidiary
of the Borrower.
"Swap Contract" means (i) any and all rate swap
transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange
transactions, cap transaction, floor transactions, collar
transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing),
whether or not any such transaction is governed by a subject to
any master agreement, and (ii) any and all transactions of any
kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives
Association, Inc. any International Foreign Exchange Master
Agreement, or any other master agreement (any master agreement,
together with any related schedules, a "Master Agreement"),
including any such obligations or liabilities under any Master
Agreement.
"Synthetic Lease Obligation" means the monetary obligation
of a Person under (a) a so-called synthetic or off-balance sheet
or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on
the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting
treatment).
"Total Capitalization" means Total Indebtedness of the
Borrower and its Consolidated Subsidiaries plus the sum of (i)
Shareholder's Equity and (ii) to the extent not otherwise
included in Indebtedness or Shareholder's Equity, preferred and
preference stock and securities of the Borrower and its
Subsidiaries included in a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries in accordance with
GAAP.
"Total Indebtedness" means all Indebtedness of the Borrower
and its Consolidated Subsidiaries on a consolidated basis,
excluding (i) Indebtedness arising under Swap Contracts entered
into in the ordinary course of business to hedge bona fide
transactions and business risks and not for speculation, (ii)
Indebtedness of Project Finance Subsidiaries, (iii) Contingent
Obligations incurred after May 15, 1996 with respect to
Indebtedness of Strategic Energy, L.L.C. in an aggregate amount
not exceeding $275,000,000 and (iv) Indebtedness of KLT
Investments Inc. incurred in connection with the acquisition and
maintenance of its interests (whether direct or indirect) in low
income housing projects.
"Type" means, with respect to any Advance, its nature as a
Floating Rate Advance or a Eurodollar Advance.
"Utilization Fee Rate" means, at any time, the percentage
rate per annum at which utilization fees are accruing at such
time as set forth in the Pricing Schedule.
All Advances shall be evidenced by a single promissory note of
the Company (herein called the "Note") in substantially the form
of Exhibit A hereto. The Company hereby irrevocably authorizes
the Bank to make (or cause to be made) appropriate notations on
the grid attached to the Note (or on any continuation of such
grid) which notations, if made, shall evidence (among other
things) the date of, the outstanding principal of, and the
interest rate applicable to, the Advances evidenced thereby.
Such notations shall be conclusive and binding on the Company
absent manifest error; provided, however, that failure to record
any such notations shall not limit or otherwise affect the
Company's obligations hereunder or under the Note to make
payments of principal of or interest on the Advances when due.
A Floating Rate Advance may be made on any Business Day falling
before the Commitment Termination Date upon prior written or
telephonic request (promptly confirmed in writing) from any of
the Company's Authorized Officers received by the Bank prior to
2:00 pm, Chicago time, on such Business Day. Each such request
shall specify (i) the Borrowing Date (which shall be a Business
Day), (ii) the amount of such Floating Rate Advance and (iii)the
interest rate applicable to such Advance. Each Floating Rate
Advance shall mature and shall become due and payable on the
Commitment Termination Date.
Any of the Company's Authorized Officers may, on any Business
Day, request and receive, by telephone, a quotation of the
Eurodollar Rate that would be applicable to a Eurodollar Rate
Advance; provided, however, that the Bank shall be obligated to
make a Eurodollar Rate Advance at such Eurodollar Rate only upon
prior written or telephonic request (promptly confirmed in
writing) from an Authorized Officer received no later than 11:00
a.m., Chicago time, on such Business Day. Each such request for
a Eurodollar Rate Advance shall specify (i) the Borrowing Date
(which shall be at least three Business Days after the Business
Day on which the quotation of the Eurodollar Rate was made), (ii)
the principal amount of such Advance, (iii) the interest rate
applicable to such Advance and (iv) the period of such Advance
(which shall be the period specified when the Company sought a
quotation of the Eurodollar Rate). Each Eurodollar Rate Advance
shall mature and shall become due and payable on the last day of
its applicable Interest Period.
Interest on (i) Eurodollar Rate Advances and all fees will be
calculated on the basis of a 360 day year for actual number of
days elapsed and (ii) Floating Rate Advances will be calculated
on the basis of a 365 or 366 day year for the actual number of
days elapsed. Interest accrued on each Floating Rate Advance
shall be payable quarterly, in arrears, on the Commitment
Termination Date and on the date of any prepayment of such
Advance (on the principal amount prepaid). Interest accrued on
each Eurodollar Advance shall be payable on the maturity date for
such Advance, on the date of any prepayment of such Advance and,
for any Eurodollar Advance having an Interest Period longer than
three months on the last day of each three-month interval during
such Interest Period. The Company shall have the right to prepay
any Floating Rate Advance in whole or in part at any time without
premium or penalty. No Eurodollar Rate Advance may be repaid
prior to its maturity date without the Bank's prior written
consent.
If the Bank determines in good faith (which determination shall
be conclusive, absent manifest error) prior to the commencement
of any Interest Period that (i) United States dollar deposits of
sufficient amount and maturity for funding any Eurodollar
Advances are not available to the Bank in the London Interbank
Eurodollar market in the ordinary course of business, or (ii) by
reason of circumstances affecting the London Interbank Eurodollar
market, adequate and fair means do not exist for ascertaining the
rate of interest to be applicable to the relevant Eurodollar
Advance, the Bank shall promptly notify the Company thereof and,
so long as the foregoing conditions continue, Advances may not be
advanced as a Eurodollar Advance thereafter. In addition, at the
Company's option, each existing Eurodollar Advance shall be
immediately (i) converted to a Floating Rate Advance on the last
Business Day of the then existing Interest Period, or (ii) due
and payable on the last Business Day of the then existing
Interest Period, without further demand, presentment, protest or
notice of any kind, all of which are hereby waived by the
Company.
In addition, if, after the date hereof, a Regulatory Change
shall, in the reasonable determination of the Bank, make it
unlawful for the Bank to make or maintain the Eurodollar
Advances, then the Bank shall promptly notify the Company and
Advances may not be advanced as a Eurodollar Advance thereafter.
In addition, at the Company's option, each existing Eurodollar
Advance shall be immediately (i) converted to a Floating Rate
Advance on the last Business Day of the then existing Interest
Period or on such earlier date as required by law, or (ii) due
and payable on the last Business Day of the then existing
Interest Period or on such earlier date as required by law, all
without further demand, presentment, protest or notice of any
kind, all of which are hereby waived by the Company.
If any Regulatory Change (whether or not having the force of law)
shall (a) impose, modify or deem applicable any assessment,
reserve, special deposit or similar requirement against assets
held by, or deposits in or for the account of or loans by, or any
other acquisition of funds or disbursements by, the Bank; (b)
subject the Bank or any Eurodollar Advance to any tax, duty,
charge, stamp tax or fee or change the basis of taxation of
payments to the Bank of principal or interest due from the
Company to the Bank hereunder (other than a change in the
taxation of the overall net income of the Bank); or (c) impose
on the Bank any other condition regarding such Eurodollar Advance
or the Bank's funding thereof, and the Bank shall determine
(which determination shall be conclusive, absent manifest error)
that the result of the foregoing is to increase the cost to the
Bank of making or maintaining such Eurodollar Advance or to
reduce the amount of principal or interest received by the Bank
hereunder, then the Company shall pay to the Bank, on demand,
such additional amounts as the Bank shall, from time to time,
determine are sufficient to compensate and indemnify the Bank for
such increased cost or reduced amount.
Advances, renewals, or payments hereunder shall be made in
immediately available funds at the principal banking office of
the Bank.
The Company hereby authorizes the Bank to rely upon the telephone
or written instructions of any person identifying himself or
herself as an Authorized Officer and upon any signature which the
Bank reasonably believes to be genuine, and the Company shall be
bound thereby in the same manner as if such person were
authorized or such signature were genuine.
In consideration of the Bank's commitment to lend hereunder, the
Company agrees to pay (i) on or as of the date hereof, an upfront
fee equal to 0.150% of the Commitment Amount; (ii) a facility fee
at a per annum rate equal to the Facility Fee Rate (regardless of
usage) on the Commitment Amount and (iii) for any date on which
the Advances outstanding exceed 33% of the Commitment Amount, a
utilization fee at a per annum rate equal to the Utilization Fee
Rate on outstanding Advances. The facility fee and utilization
fee shall accrue during the period commencing with and including
the date hereof and ending on and including the last day this
Agreement is in effect. The facility fee and utilization fee
shall be payable in arrears on the last Business Day of each
calendar quarter, commencing June 30, 2002, and on the Commitment
Termination Date.
The obligation of the Bank to make Advances hereunder is subject
to the satisfaction of the following conditions precedent:
1. At or before the making of the initial Advance
hereunder, the Company shall furnish the Bank with (i)
certified copies of resolutions of the Board of
Directors of the Company authorizing or ratifying and
approving the execution and delivery of this Agreement
and future borrowings hereunder and the execution and
delivery of the Note; (ii) a certificate of its
secretary or assistant secretary as to the incumbency
and signatures of those of its officers authorized to
act with respect to this Agreement and the Note; (iii)
an opinion of counsel for the Company, satisfactory in
form and substance to the Bank, to the effect (among
other things specified by the Bank) that the Company is
a corporation duly organized and existing under the
laws of Missouri and in good standing, that the making
and performance of this Agreement and the Note have
been duly authorized by all necessary corporate action,
that all necessary governmental and regulatory
approvals have been obtained, and that, upon the
execution and delivery of the Note, this Agreement and
the Note will constitute legal, valid and binding
obligations of the Company, enforceable in accordance
with their respective terms under the laws of the State
of Missouri; and (iv) such additional documents or
information as the Bank may reasonably request.
2. At the time of the making of the initial Advance,
and each subsequent Advance hereunder, the Company
shall, upon request, furnish the Bank with a
certificate signed by a Vice President of the Company,
together with the Treasurer or an Assistant Treasurer
of the Company, it being agreed by the Company that
each such signatory shall be an Authorized Officer, to
the effect that: such Advance will not contravene any
provision of law, the Company's Articles of
Consolidation or By-Laws, or any indenture, agreement,
or instrument to which the Company is a party or by
which the Company or its property may be bound or
affected; and no event of default, or event which with
notice or lapse of time or both would become an event
of default, shall have occurred and be continuing or
shall result from the making of such Advance.
Each of the following shall constitute an event of default under
this Agreement:
A. The Company shall fail (i) to pay when due any principal of
or interest on any
Advance or (ii) to comply with any other term of this
Agreement, and such failure shall have continued for a
period of 30 days or more after notice thereof by the
Bank to the Company;
B. An event of default shall occur with respect to any other
indebtedness of the
Company for borrowed money and shall have continued for
a period of time sufficient to entitle the holder of
such indebtedness to accelerate the maturity or
otherwise enforce the payment thereof and such holder
has asserted this right to accelerate payment;
C. The Company becomes insolvent or admits in writing its
inability to pay its
debts as they mature or is adjudicated a bankrupt or
insolvent; or the Company applies for, consents to, or
acquiesces in the appointment of, a trustee or receiver
for the Company or any property thereof, or makes a
general assignment for the benefit of creditors; or in
the absence of such application, consent or
acquiescence, a trustee or receiver is appointed for
the Company or for a substantial part of the property
thereof, and is not discharged within 30 days; or any
bankruptcy, reorganization, debt arrangement, or other
proceeding under any bankruptcy or insolvency law, or
any dissolution or liquidation proceeding, is
instituted by or against the Company and if instituted
against the Company is consented to or acquiesced in by
the Company or remains for 30 days undismissed;
D. Any representation, warranty, or certificate made by or on
behalf of the
Company to the Bank shall prove to have been incorrect
or misleading in any material respect when made;
E. As of the end of each of its fiscal quarters, Borrower fails
to maintain a
ratio of (a) Consolidated EBITDA for the period of the
four prior fiscal quarters ending on such date to (b)
Consolidated Interest Charges during such period of not
less than 2.0 to 1.0;
F. As of the end of each of its fiscal quarters, the Borrower
fails to cause the
ratio of (i) Total Indebtedness to (ii) Total
Capitalization to be less than or equal to 0.65 to
1.00.
If any event of default described in clause A, B, D, E or F above
shall occur and be continuing, the Bank may declare its
commitment to make Advances to be terminated and declare the
principal of, and all interest then accrued on, the Note to be
forthwith due and payable, whereupon such commitment shall
terminate and all Advances and all interest then accrued thereon
shall immediately become due and payable, all without notice,
protest, or demand of any kind. The Bank shall promptly advise
the Company of any such declaration, but failure to do so shall
not impair the effect of such declaration. If an event of
default described in clause C above shall occur, the Bank's
commitment to make Advances shall immediately terminate and each
Advance and all accrued interest thereon shall become immediately
due and payable, all without notice, protest, or demand of any
kind.
This Agreement shall be governed by and construed in accordance
with the internal law of the State of Missouri, shall be deemed
to have been executed in the State of Missouri, shall bind the
Company and its successors and assigns, and shall inure to the
benefit of the Bank and its successors and assigns. The Company
agrees to pay upon demand all expenses (including attorneys' fees
and legal costs and expenses) incurred or paid by the Bank or any
holder hereof in connection with the enforcement or preservation
of its rights hereunder. The Company irrevocably waives
presentment, protest, demand and notice of any kind in connection
herewith.
IN WITNESS WHEREOF, the Company and the Bank have executed
this Agreement as of the date first above written.
GREAT PLAINS ENERGY INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Senior Vice President - Finance,
Chief Financial Officer & Treasurer
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxxx IV
Title: Senior Vice President
