Exhibit 4.2.b.
$225,000,000
KANSAS CITY POWER & LIGHT COMPANY
6.00% SENIOR NOTES DUE 2007, SERIES A
REGISTRATION RIGHTS AGREEMENT
March 13, 2002
Banc of America Securities LLC
Bank of America Corporate Center,
100 North Tyron Street,
Charlotte, NC 28255
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, NY 10019
As Representatives of the Several Initial Purchasers
Ladies and Gentlemen:
Kansas City Power & Light Company, a Missouri
corporation (the "Company"), proposes to issue and sell to
Banc of America Securities LLC and BNP Paribas Securities
Corp., as joint book-running managers (the
"Representatives") on behalf of Banc One Capital Markets,
Inc., BNY Capital Markets, Inc. and Scotia Capital (USA)
Inc. (collectively, including the Representatives, the
"Initial Purchasers"), upon the terms set forth in a
purchase agreement, dated March 8, 2002 (the "Purchase
Agreement"), $225,000,000 aggregate principal amount of its
6.00% Senior Notes due 2007, Series A (the "Initial
Securities"). The Initial Securities will be issued
pursuant to an Indenture, dated as March 1, 2002 (the
"Indenture"), between the Company and The Bank of New York,
as trustee (the "Trustee"). As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the
Company agrees with the Initial Purchasers, for the benefit
of the Initial Purchasers and the holders of the Securities
(as defined below) (collectively the "Holders"), as follows:
1. REGISTERED EXCHANGE OFFER Unless not permitted
by applicable law (after the Company has complied with the
ultimate paragraph of this Section 1), the Company shall
prepare and, not later than 90 days (such 90th day being
a "Filing Deadline") after the date on which the
Initial Purchasers purchase the Initial Securities
pursuant to the Purchase Agreement (the "Closing Date"),
file with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"),
with respect to a proposed offer (the "Registered Exchange
Offer") to the Holders of Transfer Restricted Securities (as
defined in Section 6 hereof), who are not prohibited by any
law or policy of the Commission from
participating in the Registered Exchange Offer, to issue
and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount of
debt securities of the Company issued under the
Indenture, identical in all material respects to the
Initial Securities and registered under the Securities
Act (the "Exchange Securities"). The Company
shall use its best efforts to (i) cause such Exchange Offer
Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such
180th day being an "Effectiveness Deadline") and (ii) keep
the Exchange Offer Registration Statement effective for not
less than 20 business days (or longer, if required by
applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration Period").
If the Company commences the Registered Exchange
Offer, the Company (i) will be entitled to consummate the
Registered Exchange Offer 30 days after such commencement
(provided that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with
the terms of the Registered Exchange Offer), (ii) will keep
the Registered Exchange Offer open for not less than 20
business days (or longer if required by applicable law)
after the date on which notice of the Registered Exchange
Offer is mailed, and (iii) will be required to consummate
the Registered Exchange Offer no later than 30 days after
the date on which the Exchange Offer Registration Statement
is declared effective (such 30th day being the "Consummation
Deadline").
Following the declaration of the effectiveness of
the Exchange Offer Registration Statement, the Company shall
promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable
each Holder of Transfer Restricted Securities electing to
exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the
Company within the meaning of the Securities Act, acquires
the Exchange Securities in the ordinary course of such
Holder's business and has no arrangements with any person to
participate in the distribution of the Exchange Securities
and is not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the Securities
Act and without material restrictions under the securities
laws of the several states of the United States.
The Company acknowledges that, pursuant to current
interpretations by the Commission's staff of Section 5 of
the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-
dealer electing to exchange Initial Securities, acquired for
its own account as a result of market making activities or
other trading activities, for Exchange Securities (an
"Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto
on the cover, (b) Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with
a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer
and (ii) an Initial Purchaser that elects to sell Securities
(as defined below) acquired in exchange
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for Initial Securities constituting any portion of an unsold
allotment, is required to deliver a prospectus containing the
information required by Items 507 or 508 of Regulation S-K
under the Securities Act, as applicable, in connection with
such sale.
The Company shall use its best efforts to keep the
Exchange Offer Registration Statement effective and to amend
and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all
persons subject to the prospectus delivery requirements of
the Securities Act for such period of time as such persons
must comply with such requirements in order to resell the
Exchange Securities; PROVIDED, HOWEVER, that (i) in the case
where such prospectus and any amendment or supplement
thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180
days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by
them (unless such period is extended pursuant to Section
3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any
Exchange Securities for a period of not less than 180 days
after the consummation of the Registered Exchange Offer.
If, upon consummation of the Registered Exchange
Offer, any Initial Purchaser holds Initial Securities
acquired by it as part of its initial distribution, the
Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall
issue and deliver to such Initial Purchaser upon the written
request of such Initial Purchaser, in exchange (the "Private
Exchange") for the Initial Securities held by such Initial
Purchaser, a like principal amount of debt securities of the
Company issued under the Indenture and identical in all
material respects to the Initial Securities (the "Private
Exchange Securities"). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein
collectively called the "Securities".
In connection with the Registered Exchange Offer,
the Company shall:
(a) mail to each Holder a copy of the prospectus
forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and
related documents;
(b) keep the Registered Exchange Offer open for not
less than 20 business days (or longer, if required by
applicable law) after the date notice thereof is mailed to
the Holders;
(c) utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of
Manhattan, The City of New York, which may be the Trustee or
an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities
at any time prior to the close of business, New York time,
on the last business day on which the Registered Exchange
Offer shall remain open; and
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(e) otherwise comply with all applicable laws.
As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange, as the
case may be, the Company shall:
(x) accept for exchange all the Securities
validly tendered and not withdrawn pursuant to the
Registered Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for cancellation all
the Initial Securities so accepted for exchange; and
(z) cause the Trustee to authenticate and deliver
promptly to each Holder of the Initial Securities,
Exchange Securities or Private Exchange Securities, as
the case may be, equal in principal amount to the
Initial Securities of such Holder so accepted for
exchange.
The Indenture will provide that the Exchange
Securities will not be subject to the transfer restrictions
set forth in the Indenture and that all the Securities will
vote and consent together on all matters as one class and
that none of the Securities will have the right to vote or
consent as a class separate from one another on any matter.
Interest on each Exchange Security and Private
Exchange Security issued pursuant to the Registered Exchange
Offer and in the Private Exchange will accrue from the last
interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from
the date of original issue of the Initial Securities.
Each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company
that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such
Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding
with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate,"
as defined in Rule 405 of the Securities Act, of the Company
or if it is an affiliate, such Holder will comply with the
registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does
not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that
it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a
result of market-making activities or other trading
activities and that it will be required to acknowledge that
it will deliver a prospectus in connection with any resale
of such Exchange Securities.
Notwithstanding any other provisions hereof, the
Company will ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in
all material respects with the Securities Act and the rules
and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not,
when it
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becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part
of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not misleading.
If following the date hereof there has been
announced a change in Commission policy with respect to
exchange offers that in the reasonable opinion of counsel to
the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal
law, the Company will seek a no-action letter or other
favorable decision from the Commission allowing the Company
to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the
Commission staff level. In connection with the foregoing,
the Company will take all such other actions as may be
requested by the Commission or otherwise required in
connection with the issuance of such decision, including
without limitation (i) participating in telephonic
conferences with the Commission, (ii) delivering to the
Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which
such counsel has concluded that the Registered Exchange
Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission
staff.
2. SHELF REGISTRATION. If, (i) because of any
change in law or in applicable interpretations thereof by
the staff of the Commission, the Company is not
permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated by the 210th
day after the Closing Date, (iii) any Initial Purchaser so
requests with respect to the Initial Securities (or the
Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and
held by it following consummation of the Registered Exchange
Offer or (iv) any Holder (other than an Exchanging Dealer)
is not eligible to participate in the Registered Exchange
Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered
Exchange Offer, such Holder does not receive freely
tradeable Exchange Securities on the date of the exchange
and any such Holder so requests, the Company shall take the
following actions (the date on which any of the conditions
described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt
of the required notice, being a "Trigger Date"):
(a) The Company shall promptly (but in no event
more than 90 days after the Trigger Date (such 90th day being
a "Filing Deadline")) file with the Commission and thereafter
use its best efforts to cause to be declared effective no
later than 180 days after the Trigger Date (such 180th day
being an "Effectiveness Deadline") a registration statement
(the "Shelf Registration Statement" and, together with the
Exchange Offer Registration Statement, a "Registration
Statement") on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the
Shelf Registration Statement and Rule 415 under the
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Securities Act (hereinafter, the "Shelf Registration");
PROVIDED, HOWEVER, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by
it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all the provisions
of this Agreement applicable to such Holder.
(b) The Company shall use its best efforts to keep the
Shelf Registration Statement continuously effective in order
to permit the prospectus included therein to be lawfully
delivered by the Holders of the relevant Securities, for a
period of two years (or for such longer period if extended
pursuant to Section 3(j) below) from the date of its
effectiveness or such shorter period that will terminate
when all the Securities covered by the Shelf Registration
Statement (i) have been sold pursuant thereto or (ii) are no
longer restricted securities (as defined in Rule 144 under
the Securities Act, or any successor rule thereof). The
Company shall be deemed not to have used its best efforts to
keep the Shelf Registration Statement effective during the
requisite period if it voluntarily takes any action that
would result in Holders of Securities covered thereby not
being able to offer and sell such Securities during that
period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause the Shelf
Registration Statement and the related prospectus and any
amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement,
(i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3. REGISTRATION PROCEDURES. In connection with any
Shelf Registration contemplated by Section 2 hereof and,
to the extent applicable, any Registered Exchange Offer
contemplated by Section 1 hereof, the following provisions
shall apply:
(a) The Company shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission,
a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus
included therein and, in the event that an Initial Purchaser
(with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered
Exchange Offer or the Shelf Registration Statement, the
Company shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments
as such Initial Purchaser reasonably may propose; (ii)
include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section and
in Annex C hereto in the "Plan of Distribution" section of
the prospectus forming a part of the Exchange Offer
Registration Statement and include the information set forth
in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if
requested by an Initial Purchaser, include the information
required by Items 507 or 508 of Regulation S-K under the
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Securities Act, as applicable, in the prospectus forming a
part of the Exchange Offer Registration Statement; (iv)
include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the
positions taken or policies made by the staff of the
Commission with respect to the potential "underwriter"
status of any broker-dealer that is the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of Exchange
Securities received by such broker-dealer in the Registered
Exchange Offer (a "Participating Broker-Dealer"), whether
such positions or policies have been publicly disseminated
by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Initial
Purchasers based upon advice of counsel (which may be in-
house counsel), represent the prevailing views of the staff
of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders who
propose to sell Securities pursuant to the Shelf
Registration Statement as selling securityholders.
(b) The Company shall give written notice to
the Initial Purchasers, the Holders of the Securities and
any Participating Broker-Dealer from whom the Company has
received prior written notice that it will be a
Participating Broker-Dealer in the Registered Exchange Offer
(which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made):
(i) when the Registration Statement or any
amendment thereto has been filed with the Commission
and when the Registration Statement or any post-
effective amendment thereto has become effective;
(ii) of any request by the Commission for
amendments or supplements to the Registration Statement
or the prospectus included therein or for additional
information;
(iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the
Registration Statement or the initiation of any
proceedings for that purpose;
(iv) of the receipt by the Company or its
legal counsel of any notification with respect to the
suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(v) of the happening of any event that requires
the Company to make changes in the Registration Statement
or the prospectus in order that the Registration Statement
or the prospectus do not contain an untrue statement of
a material fact nor omit to state a material fact required
to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.
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(c) The Company shall make every reasonable effort to
obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Registration
Statement.
(d) The Company shall furnish to each Holder of
Securities included within the coverage of the Shelf Registration,
without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference);
provided that documents incorporated by reference that are
available on Commission's web site need not be provided by
the Company.
(e) The Company shall deliver to each Exchanging Dealer
and each Initial Purchaser, and to any other Holder who so
requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective
amendment thereto, including financial statements and
schedules, and, if any Initial Purchaser or any such Holder
requests, all exhibits thereto (including those incorporated
by reference); provided that documents incorporated by
reference that are available on Commission's web site need
not be provided by the Company.
(f) The Company shall, during the Shelf Registration
Period, deliver to each Holder of Securities included within
the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and
any amendment or supplement thereto as such person may
reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus
or any amendment or supplement thereto by each of the
selling Holders of the Securities in connection with the
offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included
in the Shelf Registration Statement.
(g) The Company shall deliver to each Initial Purchaser,
any Exchanging Dealer, any Participating Broker-Dealer and
such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as
many copies of the final prospectus included in the Exchange
Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. The Company
consents, subject to the provisions of this Agreement, to
the use of the prospectus or any amendment or supplement
thereto by any Initial Purchaser, if necessary, any
Participating Broker-Dealer and such other persons required
to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any
amendment or supplement thereto, included in such Exchange
Offer Registration Statement.
(h) Prior to any public offering of the Securities
pursuant to any Registration Statement the Company shall
register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in
connection with the registration or qualification of the
Securities for offer and sale under the securities or "blue sky"
laws of such states of the United States as any Holder of the
Securities
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reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the
offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; PROVIDED, HOWEVER,
that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not
then so qualified or (ii) take any action which would
subject it to general service of process or to taxation in
any jurisdiction where it is not then so subject.
(i) The Company shall cooperate with the Holders
of the Securities to facilitate the timely preparation and
delivery of certificates representing the Securities to be
sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered
in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such
Registration Statement.
(j) Upon the occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 3(b) above during the
period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly
prepare and file a post-effective amendment to the
Registration Statement or a supplement to the related
prospectus and any other required document so that, as
thereafter delivered to Holders of the Securities or
purchasers of Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company
notifies the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b)
above to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the
Initial Purchasers, the Holders of the Securities and any
such Participating Broker-Dealers shall suspend use of such
prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above
and the Exchange Offer Registration Statement provided for
in Section 1 above shall each be extended by the number of
days from and including the date of the giving of such
notice to and including the date when the Initial
Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended
or supplemented prospectus pursuant to this Section 3(j).
(k) Not later than the effective date of the
applicable Registration Statement, the Company will provide
a CUSIP number for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case
may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case
may be, in a form eligible for deposit with The Depository
Trust Company.
(l) The Company will comply with all rules and
regulations of the Commission to the extent and so long as
they are applicable to the Registered Exchange Offer or the
Shelf Registration and will make generally available to its
security holders (or otherwise provide in accordance with
Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year)
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beginning with the first month of the Company's first fiscal
quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-
month period.
(m) The Company shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended, in
a timely manner and containing such changes, if any, as shall
be necessary for such qualification. In the event that such
qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the
Indenture.
(n) The Company may require each Holder of Securities
to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder
and the distribution of the Securities as the Company may from
time to time reasonably require for inclusion in the Shelf
Registration Statement, and the Company may exclude from
such registration the Securities of any Holder that
unreasonably fails to furnish such information within a
reasonable time after receiving such request.
(o) The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement
in customary form) and take all such other action, if any, as
any Holder of the Securities shall reasonably request in
order to facilitate the disposition of the Securities
pursuant to any Shelf Registration.
(p) In the case of any Shelf Registration, the Company
shall (i) make reasonably available for inspection by the
Holders of the Securities, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement
and any attorney, accountant or other agent retained by the
Holders of the Securities or any such underwriter all
relevant financial and other records, pertinent corporate
documents and properties of the Company and (ii) cause the
Company's officers, employees, accountants and auditors to
supply all relevant information reasonably requested by the
Holders of the Securities or any such underwriter, attorney,
accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably
necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the
Securities Act; PROVIDED, HOWEVER, that the foregoing
inspection and information gathering shall be coordinated on
behalf of the Initial Purchasers by you and on behalf of the
other parties, by one counsel designated by and on behalf of
such other parties as described in Section 4 hereof.
(q) In the case of any Shelf Registration, the
Company, if requested by any Holder of Securities covered
thereby, shall cause (i) its counsel to deliver an opinion
and updates thereof relating to the Securities in customary
form addressed to such Holders and the managing underwriters,
if any, thereof and dated, in the case of the initial opinion,
the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion
shall include, without limitation, the due incorporation and
good standing of the Company and its subsidiaries; the
qualification of the Company and its subsidiaries to
transact business as foreign corporations; the due
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authorization, execution and delivery of the relevant
agreement of the type referred to in Section 3(o) hereof;
the due authorization, execution, authentication and
issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or
governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required
to be obtained in connection with the Shelf Registration
Statement, the offering and sale of the applicable
Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf
Registration Statement and any documents incorporated by
reference therein and of the Indenture with the requirements
of the Securities Act and the Trust Indenture Act,
respectively; and, as of the date of the opinion and as of
the effective date of the Shelf Registration Statement or
most recent post-effective amendment thereto, as the case
may be, the absence from such Shelf Registration Statement
and the prospectus included therein, as then amended or
supplemented, and from any documents incorporated by
reference therein of an untrue statement of a material fact
or the omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading (in the case of any such documents,
in the light of the circumstances existing at the time that
such documents were filed with the Commission under the
Exchange Act); (ii) its officers to execute and deliver all
customary documents and certificates and updates thereof
requested by any underwriters of the applicable Securities
and (iii) its independent public accountants and the
independent public accountants with respect to any other
entity for which financial information is provided in the
Shelf Registration Statement to provide to the selling
Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering
matters of the type customarily covered in comfort letters
in connection with primary underwritten offerings, subject
to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No.
72.
(r) In the case of the Registered Exchange Offer,
if requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause (i) its
counsel to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the form set
forth in Section 6 of the Purchase Agreement with such
changes as are customary in connection with the preparation
of a Registration Statement and (ii) its independent public
accountants and the independent public accountants with
respect to any other entity for which financial information
is provided in the Registration Statement to deliver to such
Initial Purchaser or such Participating Broker-Dealer a
comfort letter, in customary form, meeting the requirements
as to the substance thereof as set forth in Section 6 of the
Purchase Agreement, with appropriate date changes.
(s) If a Registered Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the Initial
Securities by Holders to the Company (or to such other Person
as directed by the Company) in exchange for the Exchange
Securities or the Private Exchange Securities, as the case
may be, the Company shall mark, or caused to be marked, on
the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case
may be; in no event shall the Initial Securities be marked
as paid or otherwise satisfied.
11
(t) The Company will use its best efforts to (a) if
the Initial Securities have been rated prior to the initial
sale of such Initial Securities, confirm such ratings will
apply to the Securities covered by a Registration Statement,
or (b) if the Initial Securities were not previously rated,
cause the Securities covered by a Registration Statement to
be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate principal
amount of Securities covered by such Registration Statement,
or by the managing underwriters, if any.
(u) In the event that any broker-dealer registered
under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the
meaning of the Conduct Rules (the "Rules") of the National
Association of Securities Dealers, Inc. ("NASD")) thereof,
whether as a Holder of such Securities or as an underwriter,
a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company will assist such broker-
dealer in complying with the requirements of such Rules,
including, without limitation, by (i) if such Rules,
including Rule 2720, shall so require, engaging a "qualified
independent underwriter" (as defined in Rule 2720) to
participate in the preparation of the Registration Statement
relating to such Securities, to exercise usual standards of
due diligence in respect thereto and, if any portion of the
offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or
sales agent, to recommend the yield of such Securities, (ii)
indemnifying any such qualified independent underwriter to
the extent of the indemnification of underwriters provided
in Section 5 hereof and (iii) providing such information to
such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.
(v) The Company shall use its best efforts to take
all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated
hereby.
4. REGISTRATION EXPENSES.
(A) All expenses incident to the Company's performance of
and compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement is
ever filed or becomes effective, including without
limitation;
(i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal
securities and state "blue sky" or securities laws;
(iii) all expenses of printing (including printing
certificates for the Securities to be issued in the
Registered Exchange Offer and the Private Exchange and
printing of Prospectuses), messenger and delivery services
and telephone;
12
(iv) all fees and disbursements of counsel for the
Company;
(v) all application and filing fees in connection
with listing the Exchange Securities on a national securities
exchange or automated quotation system pursuant to the
requirements hereof; and
(vi) all fees and disbursements of independent
certified public accountants of the Company (including the
expenses of any special audit and comfort letters required by
or incident to such performance).
The Company will bear its internal expenses (including,
without limitation, all salaries and expenses of its
officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and
expenses of any person, including special experts, retained
by the Company.
(b) In connection with any Registration Statement required
by this Agreement, the Company will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities
who are tendering Initial Securities in the Registered
Exchange Offer and/or selling or reselling Securities
pursuant to the "Plan of Distribution" contained in the
Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable
fees and disbursements of not more than one counsel who
shall be chosen by the Representatives.
5. INDEMNIFICATION.
(A) The Company agrees to indemnify and hold harmless each
Holder of the Securities, any Participating Broker-Dealer
and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the
Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are
referred to collectively as the "Indemnified Parties") from
and against any losses, claims, damages or liabilities,
joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of
the Securities) to which each Indemnified Party may become
subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,
and shall reimburse, as incurred, the Indemnified Parties
for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable
in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged
omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration in reliance upon
and in conformity with written information pertaining to
such Holder and furnished to the Company by or on behalf of
such Holder specifically for inclusion therein and (ii) with
13
respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary
prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall
not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by
such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such
loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there
was not sent or given to such person, at or prior to the
written confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Company had
previously furnished copies thereof to such Holder or
Participating Broker-Dealer; PROVIDED FURTHER, HOWEVER, that
this indemnity agreement will be in addition to any
liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person
who controls such underwriters within the meaning of the
Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.
(b) Each Holder of the Securities, severally and not
jointly, will indemnify and hold harmless the Company and
each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act from and
against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company or any such
controlling person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in
any preliminary prospectus relating to a Shelf Registration,
or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make
the statements therein not misleading, but in each case only
to the extent that the untrue statement or omission or
alleged untrue statement or omission was made in reliance
upon and in conformity with written information pertaining
to such Holder and furnished to the Company by or on behalf
of such Holder specifically for inclusion therein; and,
subject to the limitation set forth immediately preceding
this clause, shall reimburse, as incurred, the Company for
any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with
investigating or defending any loss, claim, damage,
liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such
Holder may otherwise have to the Company or any of its
controlling persons.
(c) Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any
action or proceeding (including a governmental investigation),
such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will
not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b)
above. In case any such action is brought against any
indemnified party, the indemnifying party will be
14
entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party, to assume the
defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying
party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not be
liable to such indemnified party under this Section 5 for
any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified
party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any
indemnified party is or could have been a party and
indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such
action, and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on
behalf of any indemnified party.
(d) If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then
each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the
losses, claims, damages or liabilities (or actions in
respect thereof) referred to in subsection (a) or (b) above
in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand
and the indemnified party on the other in connection with
the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact
relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the
case may be, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any action or
claim which is the subject of this subsection (d). No
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this
paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act
or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if
any, who controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the same
rights to contribution as the Company.
(e) The agreements contained in this Section 5
shall survive the sale of the Securities pursuant to a
Registration Statement and shall remain in full force and
effect, regardless of any termination or cancellation of
this Agreement or any investigation made by or on behalf of
any indemnified party.
15
6. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES.
(A) Additional interest (the "Additional Interest") with
respect to the Securities shall be assessed as follows if
any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a
"Registration Default"):
(i) any Registration Statement required by this
Agreement is not filed with the Commission on or prior to
the applicable Filing Deadline;
(ii) any Registration Statement required by this
Agreement Is not declared effective by the Commission on
or prior to the applicable Effectiveness Deadline;
(iii) the Registered Exchange Offer has not been
consummated on or prior to the Consummation Deadline; or
(iv) any Registration Statement required by this
Agreement has been declared effective by the Commission
but (A) such Registration Statement thereafter ceases to
be effective or (B) such Registration Statement or the
related prospectus ceases to be usable in connection with
resales of Transfer Restricted Securities during the
periods specified herein because either (1) any event
occurs as a result of which the related prospectus forming
part of such Registration Statement would include any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in
the light of the circumstances under which they were made
not misleading, or (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus,
to comply with the Securities Act or the Exchange Act or
the respective rules thereunder.
Each of the foregoing will constitute a Registration Default
whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of
any action or inaction by the Commission .
Additional Interest shall accrue on the Transfer Restricted
Securities over and above the interest set forth in the
title of the Transfer Restricted Securities from and
including the date on which any such Registration Default
shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25%
per annum (the "Additional Interest Rate") for the first 90-
day period immediately following the occurrence of such
Registration Default. The Additional Interest Rate shall
increase by an additional 0.25% per annum with respect to
each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum Additional
Interest Rate of 1.0% per annum.
(b) A Registration Default referred to in Section
6(a)(iv) hereof shall be deemed not to have occurred and be
continuing in relation to a Shelf Registration Statement or
the related prospectus if (i) such Registration Default has
occurred solely as a result of (x) the filing of a post-
effective amendment to such Shelf Registration
16
Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment
is not yet effective and needs to be declared effective to
permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need
to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related
prospectus to describe such events; PROVIDED, HOWEVER, that
in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest
shall be payable in accordance with the above paragraph from
the day such Registration Default occurs until such
Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to
Section 6(a) will be payable on the regular interest payment
dates and in the same manner as regular interest payments on
the Securities. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest
Rate by the principal amount of the Securities and further
multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable
during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator
of which is 360.
(d) "Transfer Restricted Securities" means each Security
until (i) the date on which such Security has been exchanged
by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange
Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of an Initial Security for an
Exchange Note, the date on which such Exchange Note is sold
to a purchaser who receives from such broker-dealer on or
prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement,
(iii) the date on which such Security has been effectively
registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the
date on which such Security is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.
7. RULES 144 AND 144A. The Company shall use its
best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to
file such reports, it will, upon the request of any Holder of
Securities, make publicly available other information so long
as necessary to permit sales of their securities pursuant to
Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may
reasonably request, all to the extent required from time to
time to enable such Holder to sell Securities without
registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including
the requirements of Rule 144A(d)(4)). The Company will
provide a copy of this Agreement to prospective purchasers
of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any
Holder of Initial Securities, the Company shall deliver to
such Holder a written statement as to whether it has
complied with such requirements.
17
Notwithstanding the foregoing, nothing in this Section 7
shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act.
8. UNDERWRITTEN REGISTRATIONS. If any of the
Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager
or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of a
majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.
No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell
such person's Transfer Restricted Securities on the basis
reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
9. MISCELLANEOUS.
(A) REMEDIES. The Company acknowledges and agrees
that any failure by the Company to comply with its obligations
under Section 1 and 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations
under Sections 1 and 2 hereof. The Company further agrees
to waive the defense in any action for specific performance
that a remedy at law would be adequate.
(B) NO INCONSISTENT AGREEMENTS. The Company will not
on or after the date of this Agreement enter into any agreement
with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to
the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders
of the Company's securities under any agreement in effect on
the date hereof.
(C) AMENDMENTS AND WAIVERS. The provisions of this
Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof
may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification,
supplement, waiver or consents. Without the consent of the
Holder of each Security, however, no modification may change
the provisions relating to the payment of Additional
Interest.
(D) NOTICES. All notices and other communications
provided for or permitted hereunder shall be made in writing
by hand delivery, first-class mail, facsimile transmission,
or air courier which guarantees overnight delivery:
18
(1) if to a Holder of the Securities, at the
most current address given by such Holder to the Company.
(2) if to the Initial Purchasers;
Banc of America Securities LLC,
Bank of America Corporate Center,
100 North Tyron Street,
Charlotte, NC 29255
Attention: Investment Banking Department -
Transactions Advisory Group,
Facsimile: 704-388-9939; and
BNP Paribas Securities Corp.,
787 Seventh Avenue,
New York, NY 10019
Attention: Corporate Bond Syndicate Desk,
Facsimile: 212-841-3930,
or at such other address as such party may designate from
time to time by notice duly given in accordance with the
terms of this Section 9.
(3) if to the Company, at its address as follows:
Kansas City Power & Light Company,
1201 Walnut Street,
Kansas City, Missouri 64106-2124,
Attention: Treasurer,
Facsimile: (816) 556-2992
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if
sent by facsimile transmission; and on the day delivered, if sent by
overnight air courier guaranteeing next day delivery.
(E) THIRD PARTY BENEFICIARIES. The Holders shall be third
party beneficiaries to the agreements made hereunder between
the Company, on the one hand, and the Initial Purchasers, on
the other hand, and shall have the right to enforce such
agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights
or the rights of Holders hereunder.
(F) SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the Company and its successors and assigns.
(G) COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement.
19
(H) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
(I) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(J) SEVERABILITY. If any one or more of the provisions
contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(K) SECURITIES HELD BY THE COMPANY. Whenever the consent
or approval of Holders of a specified percentage of principal amount
of Securities is required hereunder, Securities held by the
Company or its affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be affiliates
solely by reason of their holdings of such Securities) shall not
be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
20
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to
the Company a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in
accordance with its terms.
Very truly yours,
KANSAS CITY POWER & LIGHT COMPANY
By: /s/ Andrea F. Bielsker
Name: Andrea F. Bielsker
Title: Vice President-Finance, Chief
Financial Officer and Treasurer
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
BANC OF AMERICA SECURITIES LLC
BNP PARIBAS SECURITIES CORP.
BANC ONE CAPITAL MARKETS, INC.
BNY CAPITAL MARKETS, INC.
SCOTIA CAPITAL (USA) INC.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ Lily Chang
Name: Lily Chang
Title: Principal
By: BNP PARIBAS SECURITES CORP.
By: /s/ Christine M. Smith Howard
Name: Christine M. Smith Howard
Title: Authorized Signatory
ANNEX A
Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-
dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such
Initial Securities were acquired by such broker-dealer as a
result of market-making activities or other trading
activities. The Company has agreed that, for a period of
180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of
Distribution."
22
ANNEX B
Each broker-dealer that receives Exchange
Securities for its own account in exchange for Initial
Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it will
deliver a prospectus in connection with any resale of such
Exchange Securities. See "Plan of Distribution."
23
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were
acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a
period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such
resale. In addition, until , 200 , all
dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.(1)
The Company will not receive any proceeds from any
sale of Exchange Securities by broker-dealers. Exchange
Securities received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options
on the Exchange Securities or a combination of such methods
of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices
or negotiated prices. Any such resale may be made directly
to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of
any such Exchange Securities. Any broker-dealer that
resells Exchange Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such
resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The
Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date
the Company will promptly send additional copies of this
Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay
all expenses incident to the Exchange Offer (including the
expenses of one counsel for the Holders of the Securities)
other than commissions or concessions of any brokers or
dealers and will indemnify the Holders of the
_______________________________
(1) In addition, the legend required by Item 502(e) of
Regulation S-K will appear on the inside front cover page of
the Exchange Offer prospectus below the Table of Contents.
24
Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.
25
ANNEX D
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES
OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ________________________
Address: ________________________
If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale
of such Exchange Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
26