AMENDED TRANSACTION
Exhibit 10.13
[citigroup]
| Date: | December 1, 2004 |
| Amended: | December 9, 2004 |
| To: | GOLD BANK – KANSAS |
| Attn: | Documentation Unit |
| Phone: | 913 ###-###-#### |
| Fax: | 913 ###-###-#### |
| From: | Citibank N.A., New York |
| Confirmations Unit | |
| 333 West 34th Street, 2nd Floor | |
| New York, NY 10001, USA | |
| Phone: | 1 ###-###-#### |
| Fax: | 1 ###-###-#### |
| Our ref: | M047180 |
| Your ref: |
AMENDED TRANSACTION
The purpose of this letter agreement (this 'Confirmation') is to set forth the terms and conditions of the Transaction entered into between GOLD BANK – KANSAS ('Counterparty') and Citibank N.A., New York ('Citibank') on the Trade Date specified below (the 'Transaction'). This Confirmation amends, restates and supersedes any prior Confirmation for this Transaction.
1. The definitions and provisions contained in the 2000 ISDA Definitions (the 'Definitions') (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. References herein to a 'Transaction' shall be deemed to be references to a 'Swap Transaction' for the purposes of the Definitions.
This Confirmation supplements, forms a part of, and is subject to, dated as of December 22, 2003, as amended and supplemented from time to time (the 'Master Agreement'), between Counterparty and Citibank. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern.
U.S. Federal law requires Citibank to obtain, verify and record customer identification information.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
| Trade Date: | November 30, 2004 |
| Effective Date: | December 1, 2004 |
| Termination Date: | December 1, 2009, subject to adjustment in accordance with the Following |
| Business Day Convention | |
| Fixed Amounts | |
| Fixed Rate Payer: | Citibank |
| Notional Amount: | USD 60,000,000.00 |
| Fixed Rate Payer | |
| Period End Dates: | Each December 1, March 1, June 1 and September 1 commencing March 1, |
| 2005 through and including the Termination Date, with No Adjustment | |
| Fixed Rate Payer | |
| Payment Dates: | Each December 1, March 1, June 1 and September 1, commencing March 1, |
| 2005, through and including the Termination Date | |
| Fixed Rate: | 6.84100 percent |
| Fixed Rate | |
| Day Count Fraction: | Actual/360 |
| Business Days: | New York |
| Business Day Convention: | Following |
| Floating Amounts | |
| Floating Rate Payer: | Counterparty |
| Notional Amount: | USD 60,000,000.00 |
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| Floating Rate Payer | |
| Period End Dates: | Each December 1, March 1, June 1 and September 1 commencing March 1, |
| 2005 through and including the Termination Date, with No Adjustment | |
| Floating Rate Payer | |
| Payment Dates: | Each December 1, March 1, June 1 and September 1 commencing March 1, |
| 2005 through and including the Termination Date | |
| Floating Rate Option: | USD–Prime–H.15 |
| Spread: | None |
| Floating Rate | |
| Day Count Fraction: | Actual/360 |
| Reset Dates: | Each New York Business Day of the Floating Rate Payer Calculation Period |
| Method of Averaging: | Weighted Average |
| Business Days: | New York |
| Business Day Convention: | Following |
| Calculation Agent: | Citibank, or as stated in the Master Agreement. |
| Representations: |
Each party represents to the other party that:
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to the expected results of this Transaction.
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(b) Evaluation and Understanding. It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction.
(d) Risk Management. It has entered into this Transaction for the purpose of (i) managing its borrowings or investments, (ii) hedging its underlying assets or liabilities or (iii) in connection with its line of business.
4. Account Details
| Payments to Citibank | |
| in USD: | CITIBANK N.A. NEW YORK |
| BIC: CITIUS33 | |
| ACCOUNT NO 00167679 | |
| ACCOUNT NAME: FINANCIAL FUTURES | |
| Payments to Counterparty: | Please provide to expedite payment |
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If you have any questions regarding this letter agreement, please contact the Swap Operations Department at the telephone numbers or the facsimile numbers indicated on this Confirmation.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.
Very truly yours,
Citibank N. A. , New York
By: /s/ Frank A. Licciardello
Authorized Signatory
Accepted and confirmed as
of the Trade Date:
GOLD BANK – KANSAS
By. /s/ Rick Tremblay
Authorized Signatory
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