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Exhibit C-37
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 COMMUNITY REINVESTMENT FUND, INC. ("CRF").
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
CRF 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 CRF. 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 ▇▇▇▇▇'▇ 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 CRF 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 CRF upon the occurrence of the event referenced in
clause (ii) of the preceding sentence. CRF 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 CRF's right to
cause such repurchase continues, KLT INVESTMENTS shall, within
sixty (60) days of receipt of such notice, tender to CRF 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). CRF shall thereupon ▇▇▇▇ the
Repurchased Notes "paid" and deliver them to KLT INVESTMENTS.
5. CRF hereby consents to the amendments to the Documents as
set forth above.
6. KLT INVESTMENTS, KCPL and GPE represent to CRF 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
KANSAS CITY POWER & LIGHT COMPANY
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
GREAT PLAINS ENERGY INCORPORATED
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
COMMUNITY REINVESTMENT FUND, INC.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President