0001143068-04-000215 Sample Contracts

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AMENDED AND RESTATED LIMITED GUARANTY
Limited Guaranty • August 6th, 2004 • Kansas City Power & Light Co • Electric services • Illinois

This AMENDED AND RESTATED LIMITED GUARANTY (as the same may be amended from time to time, the “Guaranty”) is made as of the 2nd day of July, 2004, by Great Plains Energy Incorporated, a Missouri corporation (the “Guarantor”), in favor of the “Lenders” under that certain Amended and Restated Credit Agreement, dated as of July 2, 2004, by and among Strategic Energy, L.L.C., a Delaware limited liability company (the “Borrower”), the financial institutions from time to time parties thereto as Lenders (collectively, the “Lenders”) and LaSalle Bank National Association, a national banking association, in its capacity as contractual representative for the Holders of Obligations (the “Administrative Agent”), as it may be amended, modified or supplemented from time to time (the “Credit Agreement”).

AGREEMENT DATED MAY 10, 2004
Dividend Agreement • August 6th, 2004 • Kansas City Power & Light Co • Electric services
June 30, 2004
Credit Agreement • August 6th, 2004 • Kansas City Power & Light Co • Electric services • Illinois

Please refer to the Three-Year Credit Agreement dated as of March 5, 2004 (the "Credit Agreement") among Great Plains Energy Incorporated (the "Borrower"), various financial institutions and Bank One, NA, as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 6th, 2004 • Kansas City Power & Light Co • Electric services

This first amendment (this "Amendment") dated as of May 3, 2004 is to the Credit Agreement dated as of June 11, 2003 (the "Credit Agreement") among Strategic Energy, L.L.C. (the "Borrower"), LaSalle Bank National Association, as Administrative Agent (in such capacity, the "Agent"), PNC Bank, National Association as syndication agent, and various financial institutions party to the Credit Agreement (the "Lenders"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

June 30, 2004
Credit Agreement • August 6th, 2004 • Kansas City Power & Light Co • Electric services • Illinois

Please refer to the 364-Day Credit Agreement dated as of March 5, 2004 (the "Credit Agreement") among Great Plains Energy Incorporated (the "Borrower"), various financial institutions and Bank One, NA, as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.

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