Exhibit 10(a)
May 24, 2004
Re: | Credit Agreement (the “Credit Agreement”) dated as of March 12, 2004 among Westar Energy, Inc., as Borrower, the Several Lenders Party Thereto, JPMorgan Chase Bank, as Administrative Agent, The Bank of New York, as Syndication Agent, and Citibank, N.A., Union Bank of California, N.A., and Wachovia Bank, National Association, as Documentation Agents, and the First Mortgage Bonds of the Borrower and Kansas Gas and Electric Company (“KGE”). Capitalized terms have the meaning set forth in the Credit Agreement. |
The Lenders under the Credit Agreement
c/o The Administration Agent
Gentlemen:
As you know, the Borrower and KGE have financed or refinanced the acquisition, construction and installation of pollution control equipment through the issuance of pollution control bonds secured by pledges of their First Mortgage Bonds. The Administrative Agent and the Borrower believe that the existing pollution control bonds and their refinancings, as well as pledges to support pollution control bonds of First Mortgage Bonds that are otherwise permitted under the Credit Agreement, are intended to be permitted under the Credit Agreement, but since the Borrower is in the process of refinancing one or more of these pollution control bonds, we want to avoid any misinterpretation of the negative pledge clause in the Credit Agreement. The Borrower seeks your consent to (i) include an express reference to those pollution control bonds and related Liens outstanding as of the Closing Date in Schedule 6.2(f) “Existing Liens” of the Credit Agreement as permitted Liens under the Credit Agreement and (ii) insert “(or secured by bonds issued)” prior to “under the Indentures” in the second line of Section 6.2(m) of the Credit Agreement to more clearly provide that First Mortgage Bonds of the Borrower and KGE that are otherwise permitted to be issued may also be pledged, all within the existing limits of that Section on the aggregate principal amount of First Mortgage Bonds that can be issued.
Please indicate your consent to the Administrative Agent and each of the Loan Parties making the foregoing supplements and modifications to the Credit Agreement by inserting the name of your institution and signing in the space indicated below.
Thank you very much for your attention to this matter.
Very truly yours, |
/s/ Greg A. Greenwood |
Greg A. Greenwood |
Treasurer |
We hereby consent to such supplements and modifications:
Name of Lender: | Bank One NA | |
By: | /s/ Jane Bekkeil | |
Name: | Jane Bekkeil | |
Title: | Director | |
Name of Lender: | The Bank of New York | |
By: | /s/ Nathan S. Howard | |
Name: | Nathan S. Howard | |
Title: | Vice President |
Name of Lender: | Barclays Bank PLC | |||
By: | /s/ Sydney G. Dennis | |||
Name: | Sydney G. Dennis | |||
Title: | Director | |||
Name of Lender: | Credit Swisse First Boston Acting Through Its Cayman Islands Branch | |||
By: | /s/ James P. Moran | /s/ Denise L. Alvarez | ||
Name: | James P. Moran | Denise L. Alvarez | ||
Title: | Director | Director | ||
Name of Lender: | CITICORP NORTH AMERICA, INC. | |||
By: | /s/ Robert J. Harrity, Jr. | |||
Name: | Robert J. Harrity, Jr. | |||
Title: | Managing Director | |||
Name of Lender: | Commerzbank AG, New York and Grand Cayman Branches | |||
By: | /s/ Andrew Kjoller | /s/ Steve R. Pottle | ||
Name: | Andrew Kjoller | Steven Pottle | ||
Title: | Vice President | Vice President | ||
Name of Lender: | Deutsche Bank AG New York Branch | |||
By: | /s/ Joel Makowsky | /s/ Richard Henshall | ||
Name: | Joel Makowsky | Richard Henshall | ||
Title: | Director | Director | ||
Name of Lender: | JP Morgan Chase Bank | |||
By: | /s/ Peter M. Ling | |||
Name: | Peter M. Ling | |||
Title: | Managing Director | |||
Name of Lender: | LaSalle Bank National Association | |||
By: | /s/ Meghan C. Payne | |||
Name: | Meghan C. Payne | |||
Title: | First Vice President | |||
Name of Lender: | Lehman Commercial Paper Inc. | |||
By: | /s/ Janine M. Shugan | |||
Name: | Janine M. Shugan | |||
Title: | Authorized Signatory |
Name of Lender: | Union Bank of California, N.A. | |||
By: | /s/ Kevin M. Zitar | |||
Name: | Kevin M. Zitar | |||
Title: | Vice President | |||
Name of Lender: | UMB Bank, N.A. | |||
By: | /s/ David A. Proffitt | |||
Name: | David A. Proffitt | |||
Title: | Senior Vice President | |||
Name of Lender: | U.S. Bank National Association | |||
By: | /s/ John P. Mills | |||
Name: | John P. Mills | |||
Title: | Vice President | |||
Name of Lender: | WACHOVIA BANK, NATIONAL ASSOCIATION | |||
By: | /s/ D. Mitch Wilson | |||
Name: | D. Mitch Wilson | |||
Title: | Vice President |