Exhibit
10.1.6
[On
Black Hills Corporation Letterhead]
October
3, 2007
Michael
Chesser
Chairman
and Chief Executive Officer
Great
Plains Energy Incorporated
1201
Walnut Street
Kansas
City, Missouri 64106
Richard
C. Green
Chairman,
President and Chief Executive Officer
Aquila,
Inc.
20
West 9 th
Kansas
City, Missouri 64105
Dear
Mr. Chesser and Mr. Green:
In
connection with the Agreement and Plan of Merger, the Asset
Purchase Agreement and the Partnership Interests Purchase
Agreement, each dated as of February 6, 2007, by and among
Aquila, Inc. and its wholly-owned subsidiary Aquila Colorado,
LLC (together “ Aquila ”), Great Plains
Energy Incorporated and its wholly-owned subsidiary, Gregory
Acquisition Corp. (together “ Great Plains
”), and Black Hills Corporation (“ Black
Hills ”), the parties, in an attempt to clarify
certain issues that have arisen under such agreements, hereby
agree as follows:
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1)
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With
respect to the office building located at 1815 Capital Avenue,
Omaha, Nebraska, upon closing of the transactions contemplated by
the Asset Purchase Agreement, Aquila shall assign to Black Hills,
and Black Hills shall assume, the Office Lease dated June 15, 1987,
as amended, between Aquila and MZ Nebraska Partners, and any
subleases relating to such leased office space, as a part of the
Purchased Assets and Assumed Obligations (as those terms are
defined in the Asset Purchase Agreement). Aquila shall
retain all of its equity interests in its subsidiary, UtilCo Group
Inc., a general partner in MZ Nebraska Partners.
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2)
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With
respect to an approximately fourteen mile long, 12” pipeline
known as the “Linc Line” or “PNG pipeline,”
which is an intrastate natural gas pipeline connecting from an
interstate natural gas pipeline to the Lincoln, Nebraska gas
distribution system, at the closing of the transactions
contemplated by the Asset Purchase Agreement, Aquila shall cause
its subsidiary that owns such pipeline to wind-up and dissolve, and
Aquila shall assign to Black Hills all of its right, title and
interest in and to the PNG pipeline and all related easements,
rights-of-way, franchises and equipment as a part of the Purchased
Assets and Assumed Obligations (as those terms are defined in the
Asset Purchase Agreement).
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3)
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With
respect to Natural/Peoples Limited Liability Company, a Wyoming
limited liability company owning a compressed natural gas fueling
station in Castle Rock, Colorado in
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