SECONDAMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of May 16, 2008 (the “Agreement”) is entered into among Great Plains Energy Incorporated, a Missouri corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

WHEREAS, the Borrower, the Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of May 11, 2006 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Amendments.  The Credit Agreement is hereby amended as follows:

(a)           Section 6.5 of the Credit Agreement is hereby amended to add the following proviso at the end thereof to read as follows:

; provided that, notwithstanding the foregoing, the Borrower may dissolve Custom Energy Holdings, L.L.C., Innovative Energy Consultants Inc., and KLT Energy Services Inc. or may merge one or more of said Subsidiaries into one or more Wholly-Owned Subsidiaries of the Borrower following the sale of Strategic Energy, L.L.C. to Direct Energy Services, LLC.

(b)           Section 6.11 of the Credit Agreement is hereby amended by adding a new subsection (v) after subsection (iv) thereof to read as follows:

(v)           The Borrower may sell Strategic Energy, L.L.C. to Direct Energy Services, LLC pursuant to terms of that certain purchase agreement dated as of April 1, 2008 by and among the Borrower, Custom Energy Holdings L.L.C., Strategic Energy, L.L.C. and Direct Energy Services, LLC.

(c)           Section 6.11 of the Credit Agreement is hereby amended by restating clause (b) in the final paragraph thereof to read as follows:

(b) transactions permitted by clauses (i) through (v) above,

2.           Conditions Precedent.  This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Administrative Agent and the Required Lenders.

3.           Miscellaneous.

(a)           Except as herein specifically agreed, the Credit Agreement, and the obligations of the Borrower thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)           The Borrower hereby represents and warrants as follows:

(i)           The Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(ii)          This Agreement has been duly executed and delivered by the Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)          No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Agreement.

(c)           The Borrower represents and warrants to the Lenders that (i) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Unmatured Default.

(d)           This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e)           THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	GREAT PLAINS ENERGY INCORPORATED
	a Missouri corporation
	By:           /s/ Terry Bassham
	Name:      Terry Bassham
	Title:        Executive Vice President – Finance and Strategic                  Development and CFO

 

 

LENDERS:	BANK OF AMERICA, N.A.
	individually in its capacity as a
	Lender and in its capacity as Administrative Agent
	By:           /s/ P. Martin
	Name:      Patrick Martin
	Title:        Vice President

	JPMORGAN CHASE BANK, N.A.
	By:           /s/ Nancy R. Barwig
	Name:      Nancy R. Barwig
	Title:        Vice President

	BNP PARIBAS
	By:           /s/ Denis P. O’Meara
	Name:      Denis O’Meara
	Title:        Managing Director
	By:           /s/ M Khatri
	Name:      Manoj Khatri
	Title:        Vice President
	THE BANK OF TOKYO-MITSUBISHI UFJ, LIMITED, CHICAGO BRANCH
	By:           /s/ Chi-Cheng Chen
	Name:      Chi-Cheng Chen
	Title:       Authorized Signatory
	WACHOVIA BANK
	By:           /s/ L. S. Phillips
	Name:      Leanne S. Phillips
	Title:        Director

	BANK OF NEW YORK
	By:
	Name:
	Title:
	KEY BANK NATIONAL ASSOCIATION
	By:           /s/ Keven D. Smith
	Name:      Keven D. Smith
	Title:        Senior Vice President
	THE BANK OF NOVA SCOTIA
	By:           /s/ Thane Rattew
	Name:      Thane Rattew
	Title:        Managing Director
	UMB BANK, N.A.
	By:           /s/ Robert P. Elbert
	Name:      Robert P. Elbert
	Title:        Senior Vice President
	COMMERCE BANK, N.A.
	By:           /s/ R. David Emley, Jr.
	Name:      R. David Emley, Jr.
	Title:        Vice President