EXHIBIT 10.1
EXECUTION VERSION
AMENDMENT NO. 1
TO
SUBLEASE
THIS AMENDMENT No. 1, dated as of
June 30, 2005, between U.S. BANK NATIONAL ASSOCIATION (as successor
in interest to The Connecticut National Bank), a national banking
association, not in its individual capacity but solely as owner
trustee under the Trust Agreement with Comcast MO Financial
Services, Inc. (formerly named US West Financial Services, Inc.)
(the “ Owner Participant ”) dated as of
September 1, 1987 (the “ Owner Trustee ”;
together with its successors and assigns as sublessor under the
Sublease, including, without limitation, any successor trustee
under the Trust Agreement, the “ Sublessor ”),
as sublessor, and KANSAS GAS AND ELECTRIC COMPANY, a corporation
organized and operating under the laws of the State of Kansas
(“ KGE ”; together with its successors and
assigns as sublessee under the Sublease, the “
Sublessee ”), as sublessee (this “
Amendment ”), to the SUBLEASE dated as of September 1,
1987 between the Sublessor and the Sublessee (the “
Sublease ”).
W I T N E S
S E T H :
WHEREAS, the Sublessor and the
Sublessee are parties to the Sublease, pursuant to which the Owner
Trustee subleased the Ground Interest to KGE in connection with the
transactions contemplated by the Participation Agreement dated as
of September 1, 1987 among KGE, the Owner Participant, the Owner
Trustee and certain other parties named therein (as heretofore
amended, the “ Participation Agreement ”) and
the Lease;
WHEREAS, on the date hereof, KGE,
the Owner Trustee, the Owner Participant and the Indenture Trustee
are entering into a Second Supplemental Participation Agreement
dated as of the date hereof (the “ Second Supplemental
Participation Agreement ”) and an Amendment No. 4 to the
Lease to, among other things, restructure certain aspects of the
transactions contemplated by the Participation Agreement and the
Lease;
WHEREAS, in order to effect such
restructuring, it is also necessary to amend the Sublease as more
fully described hereinafter and the parties hereto desire to so
amend the Sublease;
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1
