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Document Preview Preferred Securities Guarantee Agreement |
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Title: |
Preferred Securities Guarantee Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 15KB of 44KB total |
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Price: |
$44 |
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ID: |
#1921749 |
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Start of Preview |
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____________________________________
PREFERRED SECURITIES GUARANTEE AGREEMENT
KCPL Financing __
Dated as of ____________, 2003
____________________________________
TABLE OF CONTENTS
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ARTICLE I | ||
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Section 1.1. |
Definitions |
1 |
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Section 1.2. |
Interpretation. |
5 |
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ARTICLE II | ||
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Section 2.1. |
Trust Indenture Act; Application |
5 |
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Section 2.2. |
Lists of Holders of Preferred Securities |
5 |
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Section 2.3. |
Reports by the Guarantee Trustee |
6 |
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Section 2.4. |
Periodic Reports to Guarantee Trustee |
6 |
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Section 2.5. |
Evidence of Compliance with Conditions Precedent |
6 |
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Section 2.6. |
Events of Default; Waiver |
6 |
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Section 2.7. |
Events of Default; Notice |
6 |
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Section 2.8. |
Conflicting Interests |
7 |
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ARTICLE III | ||
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Section 3.1. |
Powers and Duties of the Guarantee Trustee |
7 |
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Section 3.2. |
Certain Rights of Guarantee Trustee |
9 |
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Section 3.3. |
Not Responsible for Recitals or Issuance of Guarantee |
11 |
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ARTICLE IV | ||
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Section 4.1. |
Guarantee Trustee; Eligibility |
11 |
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Section 4.2. |
Appointment, Removal and Resignation of Guarantee Trustee |
11 |
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ARTICLE V | ||
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Section 5.1. |
Guarantee |
12 |
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Section 5.2. |
Waiver of Notice and Demand |
12 |
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Section 5.3. |
Obligations Not Affected |
12 |
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Section 5.4. |
Rights of Holders |
13 |
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Section 5.5. |
Guarantee of Payment |
14 |
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Section 5.6. |
Subrogation |
14 |
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Section 5.7. |
Independent Obligations |
14 |
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ARTICLE VI | ||
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Section 6.1. |
Subordination |
14 |
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ARTICLE VII | ||
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Section 7.1. |
Termination |
14 |
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ARTICLE VIII | ||
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Section 8.1. |
Exculpation |
15 |
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Section 8.2. |
Indemnification |
15 |
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ARTICLE IX | ||
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Section 9.1. |
Successors and Assigns |
16 |
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Section 9.2. |
Amendments |
16 |
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Section 9.3. |
Notices |
16 |
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Section 9.4. |
Benefit |
17 |
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Section 9.5. |
Governing Law |
17 |
PREFERRED SECURITIES GUARANTEE AGREEMENT
THIS PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Guarantee Agreement"), dated as of ____________, 2003, is executed and delivered by KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation (the "Guarantor"), and The Bank of New York, a New York banking corporation duly organized and existing under the laws of the United States, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of KCPL Financing _, a Delaware statutory trust (the "Issuer").
W I T N E S S E T H:
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of ____________, 2003, among the trustees of the Issuer, the Guarantor as Sponsor and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof $___________ aggregate stated liquidation amount of its ____% Taxable Flexible Trust Preferred Securities (the "Preferred Securities"); and
WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee Agreement, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders.
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