ISDA Confirmation and Swaption Agreement between Citibank, N.A. and Gold Bank Corporation, Inc.

Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001
Exhibit 10.21

 

CONFIRMATION

Date:	August 13, 2003
To:	Gold Bank Corporation, Inc. ("Counterparty")
Attention:	Rick Tremblay, Chief Financial Officer
Phone No.:	913 ###-###-####
Facsimile No:	913 ###-###-####
From:	Citibank, N.A. New York ("Citibank")
Telefax No.:	212 ###-###-####

Transaction Reference Number: 35688

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:

Notional Amount:		USD 30,000,000.00
Trade Date:		August 13, 2003

	Trade Date: August 13, 2003 Reference: 35688 Page 1 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

Effective Date:		August 15, 2003
Termination Date:		May 16, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention.

Fixed Amounts:

Fixed Rate Payer:		Citibank
Fixed Rate Payer Payment Dates:		Quarterly, on the 16th day of August, November, February and May in each year, commencing November 16, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate:		5.40 percent
Fixed Rate Day Count Fraction:		Actual/360

Floating Amounts:

Floating Rate Payer:		Counterparty
Floating Rate Payer Payment Dates:		Quarterly, on the 16th day of August, November, February and May in each year, commencing November 16, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate for initial Calculation Period:		To be determined two London Banking Days prior to the Effective Date.
Floating Rate Option:		USD-LIBOR-BBA
Designated Maturity:		3 Months
Spread:		Plus 1.75 percent
Floating Rate Payer Day Count Fraction:		Actual/360
Reset Dates:		The first day of each Floating Rate Payer Calculation Period

	Trade Date: August 13, 2003 Reference: 35688 Page 2 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

Compounding:		Inapplicable
Business Days:		New York
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:

Trade Date:		August 13, 2003
Option Style:		European
Seller :		Citibank
Buyer :		Counterparty
Exercise Business Days:		New York
Procedure for Exercise
Expiration Date:		The day that is two Exercise Business Days preceding May 16, 2006
Expiration Time:		12:00 noon New York time
Partial Exercise:		Inapplicable
Automatic Exercise:		Inapplicable
Settlement Terms
Settlement:		Physical
The particular terms of the Underlying Swap Transaction to which the Swaption relates are as follows:
Notional Amount:		USD 30,000,000.00
Trade Date:		August 13, 2003
Effective Date:		May 16, 2006

	Trade Date: August 13, 2003 Reference: 35688 Page 3 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

Termination Date:

May 16, 2011, subject to adjustment in accordance with the Modified Following Business Day Convention.

Fixed Amounts:

Fixed Rate Payer:		Counterparty
Fixed Rate Payer Payment Dates:		Quarterly, on the 16th day of August, November, February and May in each year, commencing August 16, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate:		5.40 percent
Fixed Rate Day Count Fraction:		Actual/360

Floating Amounts:

Floating Rate Payer:		Citibank
Floating Rate Payer Payment Dates:		Quarterly, on the 16th day of August, November, February and May in each year, commencing August 16, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate for initial Calculation Period:		To be determined two London Banking Days prior to the Effective Date.
Floating Rate Option:		USD-LIBOR-BBA
Designated Maturity:		3 months
Floating Rate Payer Day Count Fraction:		Actual/360
Reset Dates:		The first day of each Floating Rate Payer Calculation Period
Compounding:		Inapplicable

	Trade Date: August 13, 2003 Reference: 35688 Page 4 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

Business Days:		New York
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.

"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.

	Trade Date: August 13, 2003 Reference: 35688 Page 5 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

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.

6.     Optional Early Termination :

Optional Early Termination:		Applicable
Option Style:		European
Exercise Business Days:		New York and London
Procedure for Exercise:
Expiration Date:		Five Exercise Business Days preceding the Cash Settlement Payment Date
Earliest Exercise Time:		9:00 a.m. New York time
Expiration Time:		11:00 a.m. New York time
Settlement Terms:
Cash Settlement:		Applicable
Cash Settlement Valuation Time:		11:00 a.m. New York time
Cash Settlement Valuation Date:		Two Valuation Business Days preceding the Cash Settlement Payment Date.
Valuation Business Days:		New York and London

	Trade Date: August 13, 2003 Reference: 35688 Page 6 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

Cash Settlement Payment Date:		August 15, 2008
Business Day Convention for
Cash Settlement Payment
Date:		Modified Following
Cash Settlement Method:		Cash Price
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
Quotation Rate:		Mid

7.      Account Details:

Payments to Citibank:	Account for payments:
	Citibank, N.A. New York
	ABA # 021000089
	Account No. 00167679
	Financial Futures
	Reference Swap: 35688
Payments to Counterparty:	Account for payments:
	Gold Banc-Leawood
	ABA #: 101102315
	Account No.: 1006450976
	Gold Banc Corporation Inc.
	Reference Swap 35688.

	Trade Date: August 13, 2003 Reference: 35688 Page 7 of 8
Citibank, N.A. 333 West 34th Street, 2nd Floor New York, NY 10001

 

Counterparty hereby agrees (a) to check this Confirmation (Reference No.: 35688) 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

 

/s/ Nancy Ling

Nancy Ling

By:     Manager

 

Agreed and Accepted By:

Gold Bank Corporation, Inc.

By:    

Name: Rick Tremblay

Title:  Chief Financial Officer