Amended ISDA Swap Transaction Confirmation between Citibank, N.A. and Gold Banc Corporation, Inc. (August 28, 2002)

Summary

This agreement is an amended confirmation of a swap transaction between Citibank, N.A. and Gold Banc Corporation, Inc. Under the agreement, Citibank pays a fixed interest rate and Gold Banc pays a floating rate based on LIBOR plus a spread, on a notional amount of $37,550,000, with payments made quarterly until June 30, 2029. The contract includes provisions for early termination, collateral requirements, and conditions related to Gold Bank's capitalization and ownership. Either party may terminate the agreement early under specified conditions, with settlement terms outlined in the contract.

EX-10.49 6 a2093388zex-10_49.txt EX-10.49 EXHIBIT 10.49 AMENDED CONFIRMATION Date: August 28, 2002 To: Gold Banc 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: 29482 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 Banc Corporation, Inc. ("Counterparty"). This communication constitutes a "Confirmation" as referred to in the Agreement specified below. 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, 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. THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE, PROVIDED THAT THIS PROVISION WILL BE SUPERSEDED BY ANY CHOICE OF LAW PROVISION IN THE MASTER AGREEMENT. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: USD 37,550,000.00 Trade Date: August 19, 2002 Effective Date: August 21, 2002 Termination Date: June 30, 2029 FIXED AMOUNTS: Fixed Rate Payer: Citibank Fixed Rate Payer Period End Dates: Quarterly, on the last day of March, June, September and December in each year commencing September 30, 2002 to and including the Termination Date, with No Adjustment. Fixed Rate Payer Payment Dates: Quarterly, on the last day of March, June, September and December in each year commencing September 30, 2002 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Fixed Rate: 9.12 percent Fixed Rate Day Count Fraction: 30/360 FLOATING AMOUNTS: Floating Rate Payer: Counterparty Floating Rate Payer Payment Dates: Quarterly, on the last day of March, June, September and December in each year commencing September 30, 2002 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention Floating Rate for all Calculation Periods: To be determined two London Banking Days prior to the Reset Dates Floating Rate Option: USD-LIBOR-BBA Designated Maturity for the initial Calculation Period from and including the Effective Date up to but excluding September 30, 2002: Linear Interpolation 2 Designated Maturity for all Calculation Periods from and including September 30, 2002 to but excluding the Termination Date: 3 Months Spread: Plus 2.83 percent Floating Rate Payer Day Count Fraction: Actual/360 Reset Dates: The first day of each Floating Rate Payer Calculation Period Compounding: Inapplicable Business Days: New York Calculation Agent: As stated in the Master Agreement 3a. EARLY TERMINATION: Optional Early Termination: Applicable Option Style: American Optional Early Termination Date: Any Business day from and including the Commencement Date through and including the Expiration Date, subject to adjustment in accordance with the Modified Following Business Day Convention, provided that, the Buyer must notify the Seller of the date of such Business Day (the "Optional Early Termination Date") at least forty (40) Calendar Days prior to such Optional Early Termination Date. Seller: Counterparty Buyer: Citibank Business Days for Payment: New York Exercise Business Days: New York 3 3b. PROCEDURE FOR EXERCISE: Commencement Date: June 30, 2004, subject to adjustment in accordance with the Modified Following Business Day Convention. Exercise Dates: The Optional Early Termination Date Expiration Date: June 30, 2029, subject to adjustment in accordance with the Modified Following Business Day Convention. Earliest Exercise Time: 9:00 a.m., New York time Expiration Time: 4:00 p.m. New York time Multiple Exercise: Inapplicable 3c. SETTLEMENT TERMS: Cash Settlement: Inapplicable 4. CREDIT PROVISIONS: (i) Counterparty posts upfront collateral of USD 454,879.00 for the Transaction detailed in this confirmation. (ii) 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. (iii) 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.

5. OPTIONAL EARLY TERMINATION: 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 this Transaction, Counterparty may require this Transaction to be terminated and the remaining payment obligations under this Transaction to be settled and discharged on any Business Day, subject to 4 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 be 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 this 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) this 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, however, 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 this 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. 6. ACCOUNT DETAILS: Payments to Citibank: Account for payments: Citibank, N.A. New York ABA # 021000089 Account No. 00167679 Financial Futures Reference Swap: 29482 5 Payments to Counterparty: Account for payments: Gold Banc-Leawood ABA #: 101102315 Account No.: 1006450976 Gold Banc Corporation Inc. Reference Swap 29482 Counterparty hereby agrees (a) to check this Confirmation (Reference No.: 29482) 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 returning an executed copy to Facsimile No. 212 ###-###-####. Very truly yours, CITIBANK, N.A. NEW YORK By: /s/ Nancy Ling --------------------------------- Nancy Ling Manager Agreed and Accepted By: Gold Banc Corporation, Inc. By: /s/ Rick Tremblay 8/30/02 --------------------------------- Name: Rick Tremblay Title: Chief Financial Officer 6