THEEMPIRE DISTRICT ELECTRIC COMPANY $120,000,000 CommonStock (parvalue $1.00 per share) AMENDMENTNO. 1 TO EQUITYDISTRIBUTION AGREEMENT

 

 

 

$120,000,000

 

Common Stock

(par value $1.00 per share)

 

AMENDMENT NO. 1

 

TO

 

EQUITY DISTRIBUTION AGREEMENT

 

October 22, 2009

 

UBS Securities LLC

299 Park Avenue

New York, New York 10171-0026

 

The Empire District Electric Company, a Kansas corporation (the “Company”), and UBS Securities LLC (the “Manager”), being parties to the Equity Distribution Agreement dated February 25, 2009 (the “Original Agreement”), now desire to, and hereby do, amend the Original Agreement as follows:

 

SECTION 1.  Amendments to Original Agreement.

 

(a)  All references to $60,000,000 in the Original Agreement are hereby changed to $120,000,000, except as set forth in Schedule D.

 

(b)  With respect to sales effected on or after the date hereof, the reference to 4.25% in Section 3(a)(iv) of the Original Agreement is hereby changed to 3.0%.

 

(c)  Schedule D to the Original Agreement is hereby deleted and replaced by Schedule D attached hereto.

 

SECTION 2.  Miscellaneous.

 

Except for the changes set forth in Section 1 above, the Original Agreement is in all respects ratified and confirmed; the Original Agreement and this Amendment No. 1 shall effectively constitute one and the same agreement; and all references in the Original Agreement to “this Agreement” shall be deemed to refer to the Original Agreement as amended by this Amendment No. 1, unless the context clearly requires otherwise.

 

If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement between the Company and the Manager.

 

 

Very truly yours,

THE EMPIRE DISTRICT ELECTRIC COMPANY

By:  /s/ Gregory A. Knapp

Name:  Gregory A. Knapp

Title:    Vice President – Finance and

Chief Financial Officer

 

ACCEPTED as of the date

first above written

 

UBS SECURITIES LLC
By:	/s/ John T. Deignan
	Name:  John T. Deignan
	Title:    Executive Director

UBS SECURITIES LLC
By:	/s/ Justin Swartz
	Name:  Justin Swartz
	Title:    Associate Director