Exhibit 10.1.b.
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department, 15 Mountain View Road, P.O. Box 1615, Warren,
NJ 07061-1615
Phone: (908) 903-3485 * Facsimile: (908) 903-3656
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FEDERAL INSURANCE COMPANY
AGREEMENT OF INDEMNITY
WHEREAS, application has been made to FEDERAL INSURANCE COMPANY,
or any of its subsidiary or affiliated insurers, of 15 Mountain
View Road, Warren, New Jersey (hereinafter called "Company"), to
continue as surety upon specific bonds described on the attached
Schedule A.
NOW, THEREFORE, in consideration of the Company having written
said bonds on behalf of Strategic Energy L.L.C., and the
undersigned (hereinafter individually and collectively called
"Indemnitor") acknowledges the release of KLT Inc. as indemnitor,
for all past, present and future liability, and in consideration
of the sum of One Dollar paid to the Indemnitor by said Company,
the receipt whereof is hereby acknowledged, the Indemnitor, being
substantially benefited by the continued existence of said bonds,
(and having either a direct or indirect financial interest in
said applicant), hereby agrees:
1. That the Indemnitor will at all times indemnify and save
harmless said Company from and against any and all loss,
cost, damage or expense, including court costs and
attorneys' fees, which it shall at any time incur, sustain
or incur
i. by reason of having executed or procured the
execution of said bonds,
ii. by reason of failure of the undersigned to
perform or comply with the covenants and conditions
of this agreement, or
iii. in enforcing any of the covenants and
conditions of this agreement,
and will place the said Company in funds to meet all its
liability under said bonds promptly on request and before it
may be required to make any payment thereunder. That the
voucher or other evidence of payment by said Company of any
such loss, cost, damage, expense, claim or liability shall
be prima facie evidence of the fact and amount of the
Indemnitor's liability to said Company under this Agreement;
2. That the Company may make or consent to any change or
alteration in said bonds and may execute renewals thereof or
other obligations in lieu thereof, or may consent or assent
to any change or alteration in any instrument, contract or
agreement concerned therewith, without notice to the
Indemnitor (notice being expressly waived) and, in such
case, the Indemnitor shall be liable to the Company fully
and to the same extent that the Company shall be liable
under such changed or altered bonds or such renewals thereof
or other obligations in lieu thereof;
3. That the Company shall have the exclusive right for itself
and for the Indemnitor to take charge of all matters arising
under said bonds and decide whether or not it is liable
thereunder and shall determine the amount of its liability
in case it decides that it is liable. It may settle or
compromise any claims and defend, settle or compromise any
suits and take such other action in connection with any
claim matter arising under said bonds as it may deem
advisable. Any such decision, determination, settlement,
defense, compromise or other action of the Company in
connection with any claim matter arising under said bonds
shall be final and conclusive and unconditionally binding
upon the Indemnitor;
4. That the Indemnitor and the heirs, legal representatives,
successors and assigns of the Indemnitor shall be and hereby
are jointly and severally bound by the foregoing provisions
of this Agreement, and that the liability of the Indemnitor
hereunder and of the heirs, legal representatives,
successors and assigns of the Indemnitor hereunder shall not
be dependent upon the proper execution of this Agreement or
any instrument herein referred to by any other Indemnitor or
by said applicant, and that if the Company procures any co-
surety on said bonds, and it is hereby authorized to do so,
this Agreement shall be deemed extended to and for the
benefit of said co-surety.
IT IS UNDERSTOOD AND AGREED that Indemnitor will, upon the
written request of the Company, promptly procure the full and
complete discharge of the Company from said bonds and all
liability by reason thereof. If such full and complete discharge
is unattainable, the Indemnitor will, if requested by the
Company, promptly provide the Company an irrevocable letter of
credit acceptable to the Company, as collateral, in an amount
sufficient to cover all undischarged liability under said bonds,
or promptly make other provisions acceptable to the Company to
fully collateralize the aforesaid undischarged liability.
Indemnitor further agrees that, in the event of its breach of its
obligation to collateralize the undischarged liability under said
bond, the Company will have no adequate remedy at law and shall
therefore be entitled to specific performance of the Indemnitor's
obligation to collateralize such undischarged liability. The
Company's failure to act to enforce its right to specific
performance hereunder shall not be construed as a waiver of that
right, which may be enforced at any time at the Company's sole
discretion.
IT IS FURTHER UNDERSTOOD AND AGREED that all of the terms,
provisions, and conditions of this Agreement shall be extended to
and for the benefit not only of the company either as a direct
writing company or as a co-surety or reinsurer but also for the
benefit of any surety or insurance company or companies with
which the Company may participate as a co-surety or reinsurer and
also for the benefit of any other company which may execute said
bond at the request of the Company.
IN WITNESS WHEREOF the Indemnitor has signed this Agreement this
23rd day of May, 2002.
STRATEGIC ENERGY, L.L.C. GREAT PLAINS ENERGY INC.
(seal) (seal)
By: /s/ Richard M. Zomnir By: /s/ Andrea F. Bielsker
Name and Title: Name and Title:
Richard M. Zomnir Andrea F. Bielsker
President & CEO Senior Vice President,
Finance Chief Financial
Officer & Treasurer
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On May 23, 2002 before me Eileen L. Parson personally
appeared Richard M. Zomnir personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: /s/ Eileen L. Parson (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of Pennsylvania )
County of Allegheny )
On May 23, 2002 before me Eileen L. Parson personally
appeared Andrea F. Bielsker, Senior Vice President Finance, Chief
Financial Officer and Treasurer personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: /s/ Eileen L. Parson (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of ___________ )
County of___________ )
On before me personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: (Seal)
CERTIFICATE OF ACKNOWLEDGEMENT
State of ___________ )
County of __________ )
On before me personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature: (Seal)