Exhibit 10.1.▇.
▇▇▇▇▇ GROUP OF INSURANCE COMPANIES
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ 07061-
1615
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GENERAL AGREEMENT OF INDEMNITY
WHEREAS, the undersigned (hereinafter individually and
collectively called "Indemnitor") desires FEDERAL INSURANCE
COMPANY or any of its subsidiary or affiliated insurers
(hereinafter called "Company") to execute bonds including
undertakings and other like obligations (hereinafter referred to
as bond or bonds) on its behalf or on behalf of any of its
subsidiaries or on behalf of any subsidiary or a subsidiary or
successive subsidiaries, direct or indirect, now existing or
hereafter created (hereinafter called "Subsidiaries") or on
behalf of any one or more of them and also desires the execution
of bonds on behalf of individuals, partnerships or corporations,
limited liability companies or any other similarly unincorporated
associations of members (hereinafter called "Affiliates").
WHEREAS, from time to time either the Indemnitor or one of more
of its Subsidiaries may be participant in joint ventures with
others, and bonds will be required on behalf of the Indemnitor or
one or more of its Subsidiaries along with the other participants
in such joint ventures.
NOW, THEREFORE, in consideration of the Company executing said
bond or bonds, and the undersigned Indemnitor hereby requests the
execution thereof, and in consideration of the sum of One Dollar
paid to the Indemnitor by said Company, the receipt whereof is
hereby acknowledged, the Indemnitor being benefited by the
execution and delivery of said bond or bonds, hereby agrees that
it will at all times jointly and severally indemnify and save
harmless said Company from and against any and all loss, damage
or expense, including court costs and attorneys' fees, which it
shall at any time incur by reason of its execution and/or
delivery of said bond or bonds or its payment of any claim or
liability thereunder and will place the said Company in funds to
meet all its liability under said bond or bonds promptly on
request and before it may be required to make any payment
thereunder and that the voucher or other evidence of payment by
said Company of any such loss, damage, expense, claim, or
liability shall be prima facie evidence of the fact and amount of
said Indemnitor's liability to said Company under this Agreement.
IT IS UNDERSTOOD AND AGREED that Indemnitor will, upon the
written request of the Company, promptly procure the full and
complete discharge of the Company from any bonds specified in
such request and all liability by reason thereof. If such full
and complete discharge is unattainable, the Indemnitor will, if
requested by the Company, promptly provide the Company an
irrevocable letter of credit acceptable to the Company, as
collateral, in an amount sufficient to cover all undischarged
liability under such specified bond or bonds, or promptly make
other provisions acceptable to the Company to fully collateralize
the aforesaid undischarged liability. Indemnitor further agrees
that, in the event of its breach of its obligation to
collateralize the undischarged liability under all specified
bonds, the Company will have no adequate remedy at law and shall
therefore be entitled to specific performance of the Indemnitor's
obligation to collateralize such undischarged liability. The
Company's failure to act to enforce its right to specific
performance hereunder shall not be construed as a waiver of that
right, which may be enforced at any time at the Company's sole
discretion.
IT IS UNDERSTOOD AND AGREED that with respect to any bonds on
behalf of Indemnitor, or any Subsidiary participating in a joint
venture that if specific application is filed with the Company
for such bonds the liability of the Indemnitor to the Company
with respect to such joint venture bonds shall be limited to the
amount expressly set forth in said application.
IT IS UNDERSTOOD AND AGREED that all of the terms, provisions,
and conditions of this Agreement shall be extended to and for the
benefit not only of the Company either as a direct writing
company or as a co-surety or reinsurer but also for the benefit
of any surety or insurance company or companies with which the
Company may participate as a co-surety or reinsurer and also for
the benefit of any other company which may execute any bond or
bonds at the request of the Company on behalf of Indemnitor or
any of its Subsidiaries or Affiliates.
IT IS FURTHER UNDERSTOOD AND AGREED that said Indemnitor, its
heirs, successors and assigns are jointly and severally bound by
the foregoing conditions of this Agreement.
IN WITNESS WHEREOF said Indemnitor has signed this instrument
under seal this 23rd day of May, 2002.
STRATEGIC ENERGY, L.L.C. (Seal) GREAT PLAINS ENERGY INC.(Seal)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________
By: ___________________________ ____________________________
Individually
_______________________________
By: ___________________________ ____________________________
Individually
_______________________________
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On May 23, 2002 before me ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ personally
appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On May 23, 2002 before me ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ personally
appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President Finance, Chief
Financial Officer & Treasurer personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On before me
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On before me
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)