Exhibit 4(c)
KANSAS CITY POWER & LIGHT COMPANY
(a Missouri corporation)
Debt Securities
TERMS AGREEMENT
December 14, 2000
To: Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64100-2124
Ladies and Gentlemen:
We understand that Kansas City Power & Light Company, a
Missouri corporation (the "Company"), proposes to issue and
sell $250,000,000 aggregate principal amount of its senior
debt securities (the "Debt Securities"). Subject to the
terms and conditions set forth or incorporated by reference
herein from the Underwriting Agreement, dated December 13,
2000, among the Company and Banc of America Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the
underwriters named below (the "Underwriters") offer to
purchase, severally and not jointly, the principal amount of
Debt Securities opposite their names set forth below at the
purchase price set forth below.
PRINCIPAL AMOUNT
UNDERWRITER OF DEBT SECURITIES
- -------------------------------- ------------
Banc of America Securities LLC $100,000,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated $100,000,000
Banc One Capital Markets, Inc. $ 25,000,000
ABN AMRO Incorporated $ 12,500,000
BNY Capital Markets, Inc. $ 12,500,000
------------
Total $250,000,000
============
DEBT SECURITIES
Title: 7.125% Senior Notes due December 15, 2005
Rank: The Senior Notes will rank equally with the Company's
other unsecured debt securities that are not subordinated
obligations.
Ratings: Moody's Investors Service, Inc. - A2 (on review for
possible downgrade)
Standard & Poor's Ratings Group - BBB+
Aggregate principal amount: $250,000,000
Denominations: $1,000
Currency of payment: US dollars
Interest rate or formula: 7.125% per annum
Interest payment dates: June 15 and December 15, commencing June 15, 2001
Regular record dates: June 1 or December 1, as applicable, prior to the
Interest Payment Dates
Stated maturity date: December 15, 2005
Redemption provisions: Optional make-whole redemption (T+25) as described in
the prospectus supplement.
Sinking fund requirements: None
Conversion provisions: None
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Listing requirements: None
Black-out provisions: Date of this Terms Agreement through Closing Date
Fixed or Variable Price Offering: Fixed Price Offering
If Fixed Price Offering, initial public offering price:
99.778% of the principal amount, plus accrued interest,
if any, from December 19, 2000.
Form: Book-entry only
Other terms and conditions: Put options as described in the
prospectus supplement.
Closing Date and location: December 19, 2000 at the offices of
Dewey Ballantine LLP
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Please accept this offer no later than 6 p.m. (New
York City time) on December 14, 2000 by signing a copy of
this Terms Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
By: /s/Lily Chang
Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/Mary E. Ryan
Authorized Signatory
[Acting on behalf of themselves and the
other underwriters named herein]
Accepted:
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Andrea F. Bielsker
Name: Andrea F. Bielsker
Title: Vice President-Finance and Treasurer