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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary
thereof pursuant to Rule U-20(d) [Reg. Section 250.20, P.
36,652] or U-47 [Reg. Section 250.47, P. 36,620] adopted
under the Public Utility Holding Company Act of 1935.
Certificate is filed by: Great Plains Energy Incorporated, a
registered holding company, on behalf of its subsidiary
Strategic Energy, L.L.C.
This certificate is notice that the above named company
has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48 [Reg. Section 250.48, P. 36,621].
1. Type of securities ("draft", "promissory note"):
Strategic Energy, L.L.C. ("Strategic") and PNC Bank,
National Association ("PNC") entered into a line of
credit facility evidenced by a letter agreement dated
November 14, 2000, as amended November 13, 2001,
January 13, 2002 and February 20, 2002 (as amended, the
"Letter Agreement") under which Strategic could borrow
up to $35 million in aggregate principal amount
outstanding at any time or, in lieu of cash advances,
obtain letters of credit in a maximum aggregate face
amount outstanding at any time of $10 million.
Pursuant to the terms of the Letter Agreement, the
maximum aggregate principal amount would be reduced to
$15 million as of March 21, 2002.
Strategic and PNC have executed a Fourth Amendment to
Loan Documents, dated as of March 13, 2002, which set
the maximum amount available under the Letter Agreement
at $20 million for the period of March 13, 2002 to
March 19, 2002, and thereafter at $10 million, and all
advances in excess of such amounts must be repaid at
that time.
2. Issue, renewal or guaranty:
Amendment.
3. Principal amount of each security:
The principal amount of the security will vary over
time as borrowings are made and letters of credit are
issued, but shall not exceed in the aggregate $10
million ($20 million for the period of March 13, 2002
through March 19, 2002) at any one time outstanding.
4. Rate of interest per annum of each security:
Advances under the line of credit facility will bear
interest at the higher of (A) the Prime Rate or (B)
the sum of (i) the Federal Funds rate plus (ii) fifty
(50) basis points (0.50%). The "Prime Rate" as used
herein is the rate publicly announced by PNC from time
to time as its prime rate.
5. Date of issue, renewal or guaranty of each security:
March 13, 2002.
6. If renewal of security, give date of original issue:
November 14, 2000.
7. Date of maturity of each security:
The Letter Agreement terminates as of December 13,
2002, or such later time as may be designated by PNC.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
PNC Bank, National Association
9. Collateral given with each security:
Collateral for the line of credit facility includes the
following personal property of Strategic: (i) accounts,
accounts receivable, contract rights, chattel paper,
notes receivable, depository accounts, instruments and
letter of credit rights; (ii) general intangibles;
(iii) books and records relating to the foregoing; (iv)
all property in PNC's possession, including deposit
accounts; (v) cash and cash equivalents and (vi) all
cash and non-cash proceeds of the foregoing property;
excluding, however, certain existing and future deposit
accounts maintained by Strategic with Chase Manhattan
Trust Company, National Association and LaSalle Bank,
National Association created for the purpose of
providing performance assurance to certain of
Strategic's wholesale power supply counterparties and
funded by deposits made by Strategic's retail customers
receiving such supply.
10. Consideration given for each security:
The full principal amount of each advance.
11. Application of proceeds of each security:
The proceeds will be used for financing the existing
business of Strategic.
12. Indicate by a check after the applicable statement
below whether the issue, renewal or guaranty of each
security was exempt from the provisions of Section 6(a)
because of:
a) the provisions contained in the first sentence of
Section 6(b) [ ]
b) the provisions contained in the fourth sentence of
Section 6(b) [ ]
c) the provisions contained in any rule of the Commission
other than Rule U-48 [x]
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate
(together with all other then outstanding notes and
drafts of a maturity of nine months or less, exclusive
of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 percentum of the
principal amount and par value of the other securities
of such company then outstanding. [Demand notes,
regardless of how long they may have been outstanding,
shall be considered as maturing in not more than nine
months for purposes of the exemption from Section 6(a)
of the Act granted by the first sentence of Section
6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth
sentence of Section 6(b), name the security outstanding
on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been
issued:
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule
under which exemption is claimed.
Rule 52(b).
/s/ Andrea F. Bielsker
Andrea F. Bielsker
Vice President - Finance,
Chief Financial Officer
and Treasurer
Great Plains Energy
Incorporated
Dated: March 21, 2002.