Exhibit 10.4
Amendment
Dated as
of July 9, 2009
to
Receivables Sale
Agreement
Dated as
of July 1, 2005
This Amendment (the
“Amendment” ), dated as of July 9, 2009, is
entered into among Kansas City Power & Light Receivables
Company (the “Seller” ), Kansas City Power &
Light Company (the “Initial Collection Agent” ),
Victory Receivables Corporation (the “Purchaser”
), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
(formerly known as The Bank of Tokyo-Mitsubishi, Ltd., New York
Branch), as agent for the Purchaser (the “Agent”
).
Reference is hereby made to that certain
Receivables Sale Agreement, dated as of July 1, 2005 (as
amended, supplemented or otherwise modified through the date
hereof, the “Sale Agreement” ), among the
Seller, the Initial Collection Agent, the Purchaser and the
Agent. Terms used herein and not otherwise defined
herein which are defined in the Sale Agreement or the other
Transaction Documents (as defined in the Sale Agreement) shall have
the same meaning herein as defined therein.
For good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1
. Upon execution by
the parties hereto in the space provided for that purpose below,
the Sale Agreement shall be, and it hereby is, amended as
follows:
(a) Section 1.2(b) of the
Sale Agreement is hereby amended by deleting the last sentence
appearing therein, in its entirety.
(b) Clause (a) of the
defined term “Defaulted Receivable” appearing in
Schedule I of the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(a) on which any amount is
unpaid more than 90 days past its invoice date
(c) The defined term
“Dilution Reserve” appearing in Schedule I
of the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows:
“Dilution Reserve”
means (i) two (2) times the highest
three consecutive month average Dilution Ratio
