Exhibit 10.1.dd
GUARANTY
This Guaranty, dated
as of March 1, 2004, is made by Great Plains Energy
Incorporated (herein called "Guarantor"), a Missouri corporation
with its principal place of business located at 1201 Walnut,
Kansas City, Missouri 64106, in favor of The Cincinnati Gas &
Electric Company (herein called "Creditor") with its principal
place of business located at 139 East 4 th Street,
Cincinnati, Ohio 45201.
In order to induce
Creditor to enter into, from time to time, agreements or contracts,
including but not limited to those related to Creditor's Certified
Supplier Tariff and Customer Choice Program as may be in effect
from time to time (herein collectively called the "Agreements")
with Strategic Energy, L.L.C. (herein called "Debtor"), a Delaware
limited liability company and a related company of Guarantor
(Guarantor has an indirect ownership interest in Debtor), with its
principal place of business located at Two Gateway Center,
Pittsburgh, PA 15222, Guarantor acknowledges adequate consideration
and hereby agrees as follows:
Section 1.
Guaranty. Guarantor hereby unconditionally guarantees the
punctual and complete payment when due (whether at stated maturity,
by acceleration or otherwise), of any and all indebtedness,
liabilities, and obligations under the Agreements of Debtor to
Creditor now or hereafter existing, whether absolute or contingent,
joint and/or several, secured or unsecured, direct or indirect (all
such indebtedness, liabilities and obligations are being herein
collectively called the "Obligations"). This Guaranty is a
guarantee of payment and not of collection. Guarantor acknowledges
that it is jointly and severally liable for payment of the
Obligations.
Section 2.
Demands . If Debtor fails or refuses to pay any Obligations
when due, and Creditor elects to exercise its rights under this
Guaranty, Creditor shall make a demand upon Guarantor (hereinafter
referred to as a "Payment Demand"). A Payment Demand shall be in
writing and shall reasonably and briefly specify in what manner and
what amount Debtor has failed to pay and an explanation of why such
payment is due, with a specific statement that Creditor is calling
upon Guarantor to pay under this Guaranty. A Payment Demand
satisfying the foregoing requirements when delivered to Guarantor
pursuant to Section 7 of this Guaranty shall be required with
respect to Obligations before Guarantor is required to pay such
Obligations hereunder and shall be deemed sufficient notice to
Guarantor that it must pay the Obligations within thirty
(30) days after its receipt of the Payment Demand. A single
written Payment Demand that complies with the terms of this
Section 2 shall be effective as to any specific failure to pay
during the continuance of such failure to pay, until Debtor or
Guarantor has cured such failure to pay, and additional written
demands concerning such failure to pay shall not be required until
such failure to pay is cured.
Section 3.
Waiver. Except as otherwise provided in Sections 2, 5
or 8 hereof, Guarantor hereby waives:
(a) notice
of acceptance of this Guaranty, of the creation and/or existence of
any of the Obligations and of any action by Creditor in reliance
hereon or in connection herewith;
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(b) promptness,
diligence, presentment, demand for payment, notice of dishonor or
nonpayment, protest and notice of protest with respect to the
Obligations; and
(c) any
requirement that suit be brought against, or any other action by
Creditor be taken against, or any notice of default or other notice
be given to, or any demand be made on, the Debtor or any other
person, or that any other action be taken or not taken as a
condition to Guarantor's obligations under this Guaranty or as a
condition to enforcement of this Guaranty against Guarantor.
Except as to
applicable statutes of limitation or repose, no delay of Creditor
in the exercise of, or failure to exercise, any rights hereunder
shall operate as a waiver of such rights, a waiver of any other
rights or a release of Guarantor from any obligations hereunder.
Guarantor consents to
the renewal, compromise, extension, acceleration or other changes
in the time of payment of or other changes in the terms of the
Obligations, or any part thereof or any changes or modifications to
the terms of the Agreements (collectively, "Changes"); however,
such consent shall not be deemed to add to, delete from, or modify
any of the terms and conditions of this Guaranty. Creditor shall
take reasonable efforts to seasonably notify Guarantor of any
Changes; provided that Creditor's failure to provide such
notice shall not affect the validity or effectiveness of such
Changes or Guarantor's obl
