ISDA Confirmation and Swaption Agreement between Citibank, N.A. and Gold Bank Corporation, Inc. dated August 13, 2003
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Summary
This agreement is a confirmation of a financial derivatives transaction between Citibank, N.A. and Gold Bank Corporation, Inc. It outlines the terms for a swap and a swaption (an option on a swap) involving a notional amount of $30 million. The contract specifies payment schedules, interest rates, and conditions for early termination or cash settlement. The agreement is governed by an existing ISDA Master Agreement and incorporates standard ISDA definitions. Both parties have specific payment and notification obligations, with the transaction running from August 15, 2003, to May 1, 2011.
EX-10.17 5 ex10-17.htm EXHIBIT 10.17 Unassociated Document
| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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| Exhibit 10.17 | |
CONFIRMATION
| Date: | August 13, 2003 |
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| To: | Gold Bank Corporation, Inc. ("Counterparty") |
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| Attention: | Rick Tremblay, Chief Financial Officer |
| Phone No.: | 913 ###-###-#### |
| Facsimile No: | 913 ###-###-#### |
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| From: | Citibank, N.A. New York ("Citibank") |
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| Telefax No.: | 212 ###-###-#### |
Transaction Reference Number: 35684
The purpose of this communication is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the "Transaction") between Citibank, N.A., New York ("Citibank") and Gold Bank Corporation, Inc. (" Counterparty"). This communication constitutes a "Confirmation" as referred to in the Agreement specified below.
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, the ISDA Master Agreement dated as of August 14, 2002, 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.
Each party will make each payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in the manner customary for payments in the required currency (as specified in section 4).
1. The terms of the particular Transaction to which this Confirmation relates are as follows:
| Transaction I | | |
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| Notional Amount: | USD 30,000,000.00 | |
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| Trade Date: | August 13, 2003 |
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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| Effective Date: | August 15, 2003 | |
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| Termination Date: | May 1, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention. |
Fixed Amounts:
| Fixed Rate Payer: | Citibank | |
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| Fixed Rate Payer Payment Dates: | Quarterly, on the 1 st day of day of May, August, November and February in each year, commencing November 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
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| Fixed Rate: | 4.75 percent | |
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| Fixed Rate Day Count Fraction: | Actual/360 |
Floating Amounts:
| Floating Rate Payer: | Counterparty | |
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| Floating Rate Payer Payment Dates: | Quarterly, on the 1 st day of day of May, August, November and February in each year, commencing November 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
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| Floating Rate for initial Calculation Period: | To be determined two London Banking Days prior to the Effective Date. | |
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| Floating Rate Option: | USD-LIBOR-BBA | |
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| Designated Maturity: | 3 Months | |
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| Spread: | Plus 1.54 percent | |
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| Floating Rate Payer Day Count Fraction: | Actual/360 | |
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| Reset Dates: | The first day of each Floating Rate Payer Calculation Period |
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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| Compounding: | Inapplicable | |
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| Business Days: | New York | |
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| Calculation Agent: | Citibank, N.A. New York, or as stated per the Master Agreement |
2. The Transaction to which this Confirmation relates is a Swaption, the terms of which are as follows:
Transaction II
| Trade Date: | August 13, 2003 | |
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| Option Style: | Bermudan | |
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| Seller: | Citibank | |
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| Buyer : | Counterparty | |
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| Exercise Business Days: | New York | |
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| Procedure for Exercise | | |
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| Bermudan Option Exercise | | |
| Dates: | The day that is two (2) Exercise Business Days preceding each 1 st day of February, May, August and November from and including the Commencement Date up to but excluding the Expiration Date. | |
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| Commencement Date: | May 1, 2004, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
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| Exercise Dates: | The Optional Early Termination Date. | |
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| Expiration Date: | May 1, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
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| Expiration Time: | 12:00 noon New York time | |
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| Partial Exercise: | Inapplicable |
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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| Automatic Exercise: | Inapplicable | |
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| Settlement Terms | | |
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| Settlement: | Physical | |
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| The particular terms of the Underlying Swap Transaction to which the Swaption relates are as follows: | ||
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| Notional Amount: | USD 30,000,000.00 | |
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| Trade Date: | August 13, 2003 | |
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| Effective Date: | May 3, 2004 | |
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| Termination Date: | May 1, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Fixed Amounts:
| Fixed Rate Payer: | Counterparty | |
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| Fixed Rate Payer Payment Dates: | Quarterly, on the 1 st day of day of May, August, November and February in each year, commencing August 1, 2004 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
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| Fixed Rate: | 4.75percent | |
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| Fixed Rate Day Count Fraction: | Actual/360 |
Floating Amounts:
| Floating Rate Payer: | Citibank | |
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| Floating Rate Payer Payment Dates: | Quarterly, on the 1 st day of day of May, August, November and February in each year, commencing August 1, 2004 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention |
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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| Floating Rate for initial Calculation Period: | To be determined two London Banking Days prior to the Effective Date. | |
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| Floating Rate Option: | USD-LIBOR-BBA | |
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| Designated Maturity for the Calculation Periods from and including the Effective Date up to but excluding August 1, 2004: | Linear Interpolation | |
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| Designated Maturity for the Calculation Periods from and including August 1, 2004 to and including the Termination Date: | 3 Months | |
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| Floating Rate Payer Day Count Fraction: | Actual/360 | |
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| Reset Dates: | The first day of each Floating Rate Payer Calculation Period | |
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| Compounding: | Inapplicable | |
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| Business Days: | New York | |
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| Calculation Agent: | Citibank, N.A. New York, or as stated per the Master Agreement |
3. Cash Settlement Provision (unwind procedure):
Provided that no Event of Default or event with which the giving of notice or the lapse of time, or both, would constitute such an Event of Default shall have occurred and be continuing, and provided that no Early Termination Date has been designated with respect to any Transaction, Counterparty may require either or both such Transactions to be terminated and the remaining payment obligations under such Transaction to be settled and discharged on any Business Day, subject to adjustment in accordance with the Modified Following Business Day Convention (the "Cash Settlement Date") by telephonic notice to the other party at approximately 11:00 a.m., New York time, on the day that is five Business Days prior to the Cash Settlement Date. If such notice is given, an amount (the "Cash Settlement Amount") shall b e calculated as provided below on the day that is two Business Days prior to the Cash Settlement Date (the "Cash Settlement Determination Date"), and the remaining payment obligations of each party under such Transaction shall be settled and discharged by payment of the Cash Settlement Amount on the Cash Settlement Date.
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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"Cash Settlement Amount" means: (1) an amount agreed for that purpose by the parties at approximately 11:00 a.m., New York time, on the Cash Settlement Determination Date or at such other time as the parties may agree for such purpose (in either case, the "Determination Time"), or (2) if such an agreement cannot be reached, the amount which would be payable if (a) the Cash Settlement Date was an Early Termination Date (provided that the Cash Settlement Amount shall be determined at the Determination Time and paid for value on the Cash Settlement Date), (b) such Transaction was the only Terminated Transaction, (c) the Termination Currency was U.S. Dollars, and (d) the amount due in respect of such Early Termination Date was calculated in accordance with Section 6(e)(ii)(2)(A) of the Agreement; provided, how ever, that notwithstanding any contrary provision of the definitions of "Settlement Amount" or "Market Quotation" or any other provision of the Agreement, quotations shall be solicited from five leading dealers in the U.S. Dollar interest rate swap market which would qualify as "Reference Market-makers" if selected for that purpose by either party (the "Selected Dealers"), each of the Selected Dealers shall be instructed to provide quotations of the market value of such Transaction and the parties shall obtain such quotations in concert or as agreed between themselves at the Determination Time.
A Cash Settlement Amount which is agreed upon by the parties shall be paid by the party designated in such agreement. A Cash Settlement Amount calculated in accordance with Section 6(e)(ii)(2)(A) of the Agreement shall be paid by the party which would be designated as the payer of such an amount under the Agreement. Upon payment of the Cash Settlement Amount payable on the Cash Settlement Date, this Transaction shall terminate and neither party shall have any further rights or obligations hereunder.
4. Netting of Payments
All payments in both transactions will be netted so only one payment will be delivered per payment period.
5. Credit Provisions
All provisions contained in the Credit Support Annex dated August 14, 2002 will govern this Confirmation except as expressly modified below:
a) ‘Counterparty’ as Party B as defined in the Credit Support Annex shall post an Independent Amount equal to 2% of Floating Rate Payer notional amount.
b) Gold Bank, a Kansas State chartered bank, remains well capitalized according to regulatory guidelines or Citibank has the right to terminate the Transaction or request additional collateral
c) Gold Bank, a Kansas State chartered bank remains directly or indirectly wholly-owned by the Counterparty or Citibank has the right to terminate the Transaction or request additional collateral.
d) There is a mutual puts on 8/15/08 as specified in section 6 below. If exercised then both transactions are terminated.
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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6. Optional Early Termination :
| Optional Early Termination: | Applicable | |
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| Option Style: | European | |
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| Exercise Business Days: | New York and London | |
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| Procedure for Exercise: | | |
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| Expiration Date: | Five Exercise Business Days preceding the Cash Settlement Payment Date | |
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| Earliest Exercise Time: | 9:00 a.m. New York time | |
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| Expiration Time: | 11:00 a.m. New York time | |
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| Settlement Terms: | | |
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| Cash Settlement: | Applicable | |
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| Cash Settlement Valuation Time: | 11:00 a.m. New York time | |
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| Cash Settlement Valuation Date: | Two Valuation Business Days preceding the Cash Settlement Payment Date. | |
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| Valuation Business Days: | New York and London | |
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| Cash Settlement Payment Date: | August 15, 2008 | |
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| Business Day Convention for | | |
| Cash Settlement Payment | | |
| Date: | Modified Following | |
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| Cash Settlement Method: | Cash Price | |
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| Cash Settlement Reference Banks: | Five leading dealers in the relevant swap market determined by the parties in good faith on the Exercise Date at the Expiration time | |
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| Quotation Rate: | Mid |
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| Trade Date: August 13, 2003 | |
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| Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001 |
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7. Account Details :
| Payments to Citibank: | Account for payments: |
| | Citibank, N.A. New York |
| | ABA # 021000089 |
| | Account No. 00167679 |
| | Financial Futures |
| | Reference Swap: 35684 |
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| Payments to Counterparty: | Account for payments: |
| | Gold Banc-Leawood |
| | ABA #: 101102315 |
| | Account No.: 1006450976 |
| | Gold Banc Corporation Inc. |
| | Reference Swap 35684. |
Counterparty hereby agrees (a) to check this Confirmation (Reference No.: 35684) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between Citibank, N.A. New York and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returni ng an executed copy to Facsimile No. 212 ###-###-####
Very truly yours,
CITIBANK, N.A. NEW YORK
By:
Agreed and Accepted By:
Gold Bank Corporation, Inc.
By:_____________________________________________
Name: Rick Tremblay
Title: Chief Financial Officer
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| Trade Date: August 13, 2003 | |
