a8821_ex9910-10







Exhibit 10.10



(Local Currency-Single Jurisdiction)


ISDA®


International Swap Dealers Association, Inc.

 MASTER AGREEMENT

dated as of November 16, 2004

	WACHOVIA BANK, NATIONAL ASSOCIATION	and	GOLD BANK


have entered and/or anticipate entering
  into one or more transactions (each a "Transaction") that are or will be governed
  by this Master Agreement, which includes the schedule (the "Schedule"), and
  the documents and other confirming evidence (each a "Confirmation") exchanged
  between the parties confirming those Transactions.

Accordingly, the parties agree as follows:

1. Interpretation

(a) Definitions.The terms defined in Section 12 and in the
  Schedule will have the meanings therein specified for the purpose of this Master
  Agreement.

(b) Inconsistency.In the event of any inconsistency between
  the provisions of the Schedule and the other provisions of this Master Agreement,
  the Schedule will prevail. In the event of any inconsistency between the provisions
  of any Confirmation and this Master Agreement (including the Schedule), such
  Confirmation will prevail for the purpose of the relevant Transaction.

 (c) Single
  Agreement.All Transactions are entered into
  in reliance on the fact that this Master Agreement and all Confirmations form
  a single agreement between the parties (collectively referred to as this "Agreement"),
  and the parties would not otherwise enter into any Transactions.

 2. Obligations

 (a) General Conditions.


  (i)
    Each party will make each payment or delivery specified in each Confirmation
    to be made by it, subject to the other provisions of this Agreement.

   (ii)
    Payments under this Agreement will be made on the due date for value on that
    date in the place of the account specified in the relevant Confirmation or
    otherwise pursuant to this Agreement, in freely transferable funds and in
    the manner customary for payments in the required currency. Where settlement
    is by delivery (that is, other than by payment), such delivery will be made
    for receipt on the due date in the manner customary for the relevant obligation
    unless otherwise specified in the relevant Confirmation or elsewhere in this
    Agreement.













   (iii)
    Each obligation of each party under Section 2(a)(i) is subject to (1) the
    condition precedent that no Event of Default or Potential Event of Default
    with respect to the other party has occurred and is continuing, (2) the condition
    precedent that no Early Termination Date in respect of the relevant Transaction
    has occurred or been effectively designated and (3) each other applicable
    condition precedent specified in this Agreement.



 (b)
  Change of Account. Either party may change
  its account for receiving a payment or delivery by giving notice to the other
  party at least five Local Business Days prior to the scheduled date for the
  payment or delivery to which such change applies unless such other party gives
  timely notice of a reasonable objection to such change.

 (c)
  Netting. If on any date amounts would otherwise
  be payable:


(i) in the same currency; and

  (ii) in respect of the same Transaction,




by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of branches or offices through which the parties make and receive payments or deliveries.

 (d)
  Default Interest; Other Amounts. Prior to
  the occurrence or effective designation of an Early Termination Date in respect
  of the relevant Transaction, a party that defaults in the performance of any
  payment obligation will, to the extent permitted by law and subject to Section
  6(c), be required to pay interest (before as well as after judgment) on the
  overdue amount to the other party on demand in the same currency as such overdue
  amount, for the period from (and including) the original due date for payment
  to (but excluding) the date of actual payment, at the Default Rate. Such interest
  will be calculated on the basis of daily compounding and the actual number of
  days elapsed. If, prior to the occurrence or effective designation of an Early
  Termination Date in respect of the relevant Transaction, a party defaults in
  the performance of any obligation required to be settled by delivery, it will
  compensate the other party on demand if and to the extent provided for in the
  relevant Confirmation or elsewhere in this Agreement.

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  3. Representations

Each party represents to the other party
  (which representations will be deemed to be repeated by each party on each date
  on which a Transaction is entered into) that:

 (a)
  Basic Representations.


  (i) Status.
    It is duly organised and validly existing under the laws of the jurisdiction
    of its organisation or incorporation and, if relevant under such laws, in
    good standing;

  (ii)
    Powers. It has the power to execute this
    Agreement and any other documentation relating to this Agreement to which
    it is a party, to deliver this Agreement and any other documentation relating
    to this Agreement that it is required by this Agreement to deliver and to
    perform its obligations under this Agreement and any obligations it has under
    any Credit Support Document to which it is a party and has taken all necessary
    action to authorise such execution, delivery and performance;

   (iii)
    No Violation or Conflict. Such execution,
    delivery and performance do not violate or conflict with any law applicable
    to it, any provision of its constitutional documents, any order or judgment
    of any court or other agency of government applicable to it or any of its
    assets or any contractual restriction binding on or affecting it or any of
    its assets;

   (iv)
    Consents. All governmental and other consents
    that are required to have been obtained by it with respect to this Agreement
    or any Credit Support Document to which it is a party have been obtained and
    are in full force and effect and all conditions of any such consents have
    been complied with; and

   (v)
    Obligations Binding. Its obligations under
    this Agreement and any Credit Support Document to which it is a party constitute
    its legal, valid and binding obligations, enforceable in accordance with their
    respective terms (subject to applicable bankruptcy, reorganisation, insolvency,
    moratorium or similar laws affecting creditors' rights generally and subject,
    as to enforceability, to equitable principles of general application (regardless
    of whether enforcement is sought in a proceeding in equity or at law)).

  

(b)
  Absence of Certain Events. No Event of Default
  or Potential Event of Default or, to its knowledge, Termination Event with respect
  to it has occurred and is continuing and no such event or circumstance would
  occur as a result of its entering into or performing its obligations under this
  Agreement or any Credit Support Document to which it is a party.

 (c)
  Absence of Litigation. There is not pending
  or, to its knowledge, threatened against it or any of its Affiliates any action,
  suit or proceeding at law or in equity or before any court, tribunal, governmental
  body, agency or official or any arbitrator that is likely to affect the legality,
  validity or enforceability against it of this Agreement or any Credit Support
  Document to which it is a party or its ability to perform its obligations under
  this Agreement or such Credit Support Document.

 (d)
  Accuracy of Specified information. All applicable
  information that is finished in writing by or on behalf of it to the other party
  and is identified for the purpose of this Section 3(d) in the


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 Schedule is, as of the date of the information,
  true, accurate and complete in every material respect.

4. Agreements

Each party agrees with the other that, so
  long as either party has or may have any obligation under this Agreement or
  under any Credit Support Document to which it is a party:

(a) Furnish
  Specified Information. It will deliver to
  the other party any forms, documents or certificates specified in the Schedule
  or any Confirmation by the date specified in the Schedule or such Confirmation
  or, if none is specified, as soon as reasonably practicable.

(b) Maintain
  Authorisations. It will use all reasonable
  efforts to maintain in full force and effect all consents of any governmental
  or other authority that are required to be obtained by it with respect to this
  Agreement or any Credit Support Document to which it is a party and will use
  all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply
  with Laws. It will comply in all material
  respects with all applicable laws and orders to which it may be subject if failure
  so to comply would materially impair its ability to perform its obligations
  under this Agreement or any Credit Support Document to which it is a party.

5. Events
  of Default and Termination Events

(a) Events
  of Default. The occurrence at any time with
  respect to a party or, if applicable, any Credit Support Provider of such party
  or any Specified Entity of such party of any of the following events constitutes
  an event of default (an "Event of Default") with respect to such party:


   (i)
    Failure to Pay or Deliver. Failure by the
    party to make, when due, any payment under this Agreement or delivery under
    Section 2(a)(i) or 2(d) required to be made by it if such failure is not remedied
    on or before the third Local Business Day after notice of such failure is
    given to the party;

   (ii)
    Breach of Agreement. Failure by the party
    to comply with or perform any agreement or obligation (other than an obligation
    to make any payment under this Agreement or delivery under Section 2(a)(i)
    or 2(d) or to give notice of a Termination Event) to be complied with or performed
    by the party in accordance with this Agreement if such failure is not remedied
    on or before the thirtieth day after notice of such failure is given to the
    party;

   (iii)
    Credit Support Default.




   (1)
    Failure by the party or any Credit Support Provider of such party to comply
    with or perform any agreement or obligation to be complied with or performed
    by it in accordance with any Credit Support Document if such failure is continuing
    after any applicable grace period has elapsed;




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   (2) the
    expiration or termination of such Credit Support Document or the failing or
    ceasing of such Credit Support Document to be in full force and effect for
    the purpose of this Agreement (in either case other than in accordance with
    its terms) prior to the satisfaction of all obligations of such party under
    each Transaction to which such Credit Support Document relates without the
    written consent of the other party; or

   (3)
    the party or such Credit Support Provider disaffirms, disclaims, repudiates
    or rejects, in whole or in part, or challenges the validity of, such Credit
    Support Document;




   (iv)
    Misrepresentation. A representation made
    or repeated or deemed to have been made or repeated by the party or any Credit
    Support Provider of such party in this Agreement or any Credit Support Document
    proves to have been incorrect or misleading in any material respect when made
    or repeated or deemed to have been made or repeated;


   (v)
    Default under Specified Transaction. The
    party, any Credit Support Provider of such party or any applicable Specified
    Entity of such party (1) defaults under a Specified Transaction and, after
    giving effect to any applicable notice requirement or grace period, there
    occurs a liquidation of, an acceleration of obligations under, or an early
    termination of, that Specified Transaction, (2) defaults, after giving effect
    to any applicable notice requirement or grace period, in making any payment
    or delivery due on the last payment, delivery or exchange date of, or any
    payment on early termination of, a Specified Transaction (or such default
    continues for at least three Local Business Days if there is no applicable
    notice requirement or grace period) or (3) disaffirms, disclaims, repudiates
    or rejects, in whole or in part, a Specified Transaction (or such action is
    taken by any person or entity appointed or empowered to operate it or act
    on its behalf);

   (vi)
    Cross Default. If "Cross Default" is specified
    in the Schedule as applying to the party, the occurrence or existence of (1)
    a default, event of default or other similar condition or event (however described)
    in respect of such party, any Credit Support Provider of such party or any
    applicable Specified Entity of such party under one or more agreements or
    instruments relating to Specified Indebtedness of any of them (individually
    or collectively) in an aggregate amount of not less than the applicable Threshold
    Amount (as specified in the Schedule) which has resulted in such Specified
    Indebtedness becoming, or becoming capable at such time of being declared,
    due and payable under such agreements or instruments, before it would otherwise
    have been due and payable or (2) a default by such party, such Credit Support
    Provider or such Specified Entity (individually or, collectively) in making
    one or more payments on the due date thereof in an aggregate amount of not
    less than the applicable Threshold Amount under such agreements or instruments
    (after giving effect to any applicable notice requirement or grace period);

   (vii)
    Bankruptcy. The party, any Credit Support
    Provider of such party or any applicable Specified Entity of such party:


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   (1) is
    dissolved (other than pursuant to a consolidation, amalgamation or merger);
    (2) becomes insolvent or is unable to pay its debts or fails or admits in
    writing its inability generally to pay its debts as they become due; (3) makes
    a general assignment, arrangement or composition with or for the benefit of
    its creditors; (4) institutes or has instituted against it a proceeding seeking
    a judgment of insolvency or bankruptcy or any other relief under any bankruptcy
    or insolvency law or other similar law affecting creditors' rights, or a petition
    is presented for its winding-up or liquidation, and, in the case of any such
    proceeding or petition instituted or presented against it, such proceeding
    or petition (A) results in a judgment of insolvency or bankruptcy or the entry
    of an order for relief or the making of an order for its winding-up or liquidation
    or (B) is not dismissed, discharged, stayed or restrained in each case within
    30 days of the institution or presentation thereof; (5) has a resolution passed
    for its winding-up, official management or liquidation (other than pursuant
    to a consolidation, amalgamation or merger); (6) seeks or becomes subject
    to the appointment of an administrator, provisional liquidator, conservator,
    receiver, trustee, custodian or other similar official for it or for all or
    substantially all its assets; (7) has a secured party take possession of all
    or substantially all its assets or has a distress, execution, attachment,
    sequestration or other legal process levied, enforced or sued on or against
    all or substantially all its assets and such secured party maintains possession,
    or any such process is not dismissed, discharged, stayed or restrained, in
    each case within 30 days thereafter; (8) causes or is subject to any event
    with respect to it which, under the applicable laws of any jurisdiction, has
    an analogous effect to any of the events specified in clauses (1) to (7) (inclusive);
    or (9) takes any action in furtherance of, or indicating its consent to, approval
    of, or acquiescence in, any of the foregoing acts; or




   (viii)
    Merger Without Assumption. The party or
    any Credit Support Provider of such party consolidates or amalgamates with,
    or merges with or into, or transfers all or substantially all its assets to,
    another entity and, at the time of such consolidation, amalgamation, merger
    or transfer: -




   (1) the
    resulting, surviving or transferee entity fails to assume all the obligations
    of such party or such Credit Support Provider under this Agreement or any
    Credit Support Document to which it or its predecessor was a party by operation
    of law or pursuant to an agreement reasonably satisfactory to the other party
    to this Agreement; or

   (2) the
    benefits of any Credit Support Document fail to extend (without the consent
    of the other party) to the performance by such resulting, surviving or transferee
    entity of its obligations under this Agreement.



 (b)
  Termination Events. The occurrence at any
  time with respect to a party or, if applicable, any Credit Support Provider
  of such party or any Specified Entity of such party of any event specified below
  constitutes an Illegality if the event is specified in (i) below, and, if specified
  to be applicable, a Credit Event Upon Merger if the event is specified pursuant
  to (ii) below or an Additional Termination Event if the event is specified pursuant
  to (iii) below:

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   (i)
    Illegality. Due to the adoption of, or any
    change in, any applicable law after the date on which a Transaction is entered
    into, or due to the promulgation of, or any change in, the interpretation
    by any court, tribunal or regulatory authority with competent jurisdiction
    of any applicable law after such date, it becomes unlawful (other than as
    a result of a breach by the party of Section 4(b)) for such party (which will
    be the Affected Party):





   (1)
    to perform any absolute or contingent obligation to make a payment or delivery
    or to receive a payment or delivery in respect of such Transaction or to comply
    with any other material provision of this Agreement relating to such Transaction;
    or

   (2) to
    perform, or for any Credit Support Provider of such party to perform, any
    contingent or other obligation which the party (or such Credit Support Provider)
    has under any Credit Support Document relating to such Transaction;




   (ii) Credit
    Event Upon Merger. If "Credit Event Upon
    Merger" is specified in the Schedule as applying to the party, such party
    ("X"), any Credit Support Provider of X or any applicable Specified Entity
    of X consolidates or amalgamates with, or merges with or into, or transfers
    all or substantially all its assets to, another entity and such action does
    not constitute an event described in Section 5(a)(viii) but the creditworthiness
    of the resulting, surviving or transferee entity is materially weaker than
    that of X, such Credit Support Provider or such Specified Entity, as the case
    may be, immediately prior to such action (and, in such event, X or its successor
    or transferee, as appropriate, will be the Affected Party); or

   (iii)
    Additional Termination Event. If any "Additional
    Termination Event" is specified in the Schedule or any Confirmation as applying,
    the occurrence of such event (and, in such event, the Affected Party or Affected
    Parties shall be as specified for such Additional Termination Event in the
    Schedule or such Confirmation).



(c) Event
  of Default and Illegality. If an event or
  circumstance which would otherwise constitute or give rise to an Event of Default
  also constitutes an Illegality, it will be treated as an Illegality and will
  not constitute an Event of Default.

6. Early
  Termination

(a) Right
  to Terminate Following Event of Default. If
  at any time an Event of Default with respect to a party (the "Defaulting Party")
  has occurred and is then continuing, the other party (the "Non-defaulting Party")
  may, by not more than 20 days notice to the Defaulting Party specifying the
  relevant Event of Default, designate a day not earlier than the day such notice
  is effective as an Early Termination Date in respect of all outstanding Transactions.
  If, however, "Automatic Early Termination" is specified in the Schedule as applying
  to a party, then an Early Termination Date in respect of all outstanding Transactions
  will occur immediately upon the occurrence with respect to such party of an
  Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
  extent analogous thereto, (8), and as of the time immediately preceding the
  institution of the relevant proceeding or the presentation of the relevant petition
  upon the

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occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

 (b)
  Right to Terminate Following Termination Event.


   (i)
    Notice. If a Termination Event occurs, an
    Affected Party will, promptly upon becoming aware of it, notify the other
    party, specifying the nature of that Termination Event and each Affected Transaction
    and will also give such other information about that Termination Event as
    the other party may reasonably require.

   (ii)
    Two Affected Parties. If an Illegality under
    Section 5(b)(i)(1) occurs and there are two Affected Parties, each party will
    use all reasonable efforts to reach agreement within 30 days after notice
    thereof is given under Section 6(b)(i) on action to avoid that Termination
    Event.

   (iii)
    Right to Terminate. If: -




   (1)
    an agreement under Section 6(b)(ii) has not been effected with respect to
    all Affected Transactions within 30 days after an Affected Party gives notice
    under Section 6(b)(i); or

   (2)
    an Illegality other than that referred to in Section 6(b)(ii), a Credit Event
    Upon Merger or an Additional Termination Event occurs,



either party in the case of an Illegality, any Affected Party in the case of an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.



(c) Effect
  of Designation.


(i) If notice
  designating an Early Termination Date is given under Section 6(a) or (b), the
  Early Termination Date will occur on the date so designated, whether or not
  the relevant Event of Default or Termination Event is then continuing.

  (ii) Upon the
    occurrence or effective designation of an Early Termination Date, no further
    payments or deliveries under Section 2(a)(i) or 2(d) in respect of the Terminated
    Transactions will be required to be made, but without prejudice to the other
    provisions of this Agreement. The amount, if any, payable in respect of an
    Early Termination Date shall be determined pursuant to Section 6(e).



(d) Calculations.


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   (i)
    Statement. On or as soon as reasonably practicable
    following the occurrence of an Early Termination Date, each party will make
    the calculations on its part, if any, contemplated by Section 6(e) and will
    provide to the other party a statement (1) showing, in reasonable detail,
    such calculations (including all relevant quotations and specifying any amount
    payable under Section 6(e)) and (2) giving details of the relevant account
    to which any amount payable to it is to be paid. In the absence of written
    confirmation from the source of a quotation obtained in determining a Market
    Quotation, the records of the party obtaining such quotation will be conclusive
    evidence of the existence and accuracy of such quotation.

   (ii)
    Payment Date. An amount calculated as being
    due in respect of any Early Termination Date under Section 6(e) will be payable
    on the day that notice of the amount payable is effective (in the case of
    an Early Termination Date which is designated or occurs as a result of an
    Event of Default) and on the day which is two Local Business Days after the
    day on which notice of the amount payable is effective (in the case of an
    Early Termination Date which is designated as a result of a Termination Event).
    Such amount will be paid together with (to the extent permitted under applicable
    law) interest thereon (before as well as after judgment), from (and including)
    the relevant Early Termination Date to (but excluding) the date such amount
    is paid, at the Applicable Rate. Such interest will be calculated on the basis
    of daily compounding and the actual number of days elapsed.



 (e)
  Payments on Early Termination. If an Early
  Termination Date occurs, the following provisions shall apply based on the parties'
  election in the Schedule of a payment measure, either "Market Quotation" or
  "Loss", and a payment method, either the "First Method" or the "Second Method".
  If the parties fail to designate a payment measure or payment method in the
  Schedule, it will be deemed that "Market Quotation" or the "Second Method",
  as the case may be, shall apply. The amount, if any, payable in respect of an
  Early Termination Date and determined pursuant to this Section will be subject
  to any Set-off.


   (i)
    Events of Default. If the Early Termination
    Date results from an Event of Default: —




   (1)
    First Method and Market Quotation. If the First
    Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting
    Party the excess, if a positive number, of (A) the sum of the Settlement Amount
    (determined by the Non-defaulting Party) in respect of the Terminated Transactions
    and the Unpaid Amounts owing to the Non-defaulting Party over (B) the Unpaid
    Amounts owing to the Defaulting Party.

   (2) First
    Method and Loss. If the First Method and Loss
    apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive
    number, the Non-defaulting Party's Loss in respect of this Agreement.

   (3)
    Second Method and Market Quotation. If the Second
    Method and Market Quotation apply, an amount will be payable equal to (A)
    the sum of the Settlement Amount (determined by the Non-defaulting Party)
    in respect of the




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Terminated Transactions and the Unpaid Amounts owing to the Non-defaulting Party less (B) the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

   (4)
    Second Method and Loss. If the Second Method
    and Loss apply, an amount will be payable equal to the Non-defaulting Party's
    Loss in respect of this Agreement. If that amount is a positive number, the
    Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
    number, the Non-defaulting Party will pay the absolute value of that amount
    to the Defaulting Party.




   (ii)
    Termination Events. If the Early Termination
    Date results from a Termination Event: —




   (1)
    One Affected Party. If there is one Affected
    Party, the amount payable will be determined in accordance with Section 6(e)(i)(3),
    if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except
    that, in either case, references to the Defaulting Party and to the Non-defaulting
    Party will be deemed to be references to the Affected Party and the party
    which is not the Affected Party, respectively, and, if Loss applies and fewer
    than all the Transactions are being terminated, Loss shall be calculated in
    respect of all Terminated Transactions.

   (2) Two
    Affected Parties. If there are two Affected
    Parties:




   (A)
    if Market Quotation applies, each party will determine a Settlement Amount
    in respect of the Terminated Transactions, and an amount will be payable equal
    to (I) the sum of (a) one-half of the difference between the Settlement Amount
    of the party with the higher Settlement Amount ("X") and the Settlement Amount
    of the party with the lower Settlement Amount ("Y") and (b) the Unpaid Amounts
    owing to X less (II) the Unpaid Amounts owing to Y; and

   (B)
    if Loss applies, each party will determine its Loss in respect of this Agreement
    (or, if fewer than all the Transactions are being terminated, in respect of
    all Terminated Transactions) and an amount will be payable equal to one-half
    of the difference between the Loss of the party with the higher Loss ("X")
    and the Loss of the party with the lower Loss ("Y").






If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.




   (iii)
    Adjustment for Bankruptcy. In circumstances
    where an Early Termination Date occurs because "Automatic Early Termination"
    applies in respect of a party, the amount determined under this Section 6(e)
    will be subject to such adjustments as are appropriate and permitted by law
    to reflect any payments or deliveries made by one party to the other under
    this Agreement (and retained by such other party) during the period from the




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relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

   (iv)
    Pre-Estimate. The parties agree that if
    Market Quotation applies an amount recoverable under this Section 6(e) is
    a reasonable pre-estimate of loss and not a penalty. Such amount is payable
    for the loss of bargain and the loss of protection against future risks and
    except as otherwise provided in this Agreement neither party will be entitled
    to recover any additional damages as a consequence of such losses.



 7. Transfer

Neither this Agreement
  nor any interest or obligation in or under this Agreement may be transferred
  (whether by way of security or otherwise) by either party without the prior
  written consent of the other party, except that: —

(a) a
  party may make such a transfer of this Agreement pursuant to a consolidation
  amalgamation with, or merger with or into, or transfer of all or substantially
  all its assets to, another entity (but without prejudice to any other right
  or remedy under this Agreement); and

(b) a
  party may make such a transfer of all or any part of its interest in any amount
  payable to it from a Defaulting Party under Section 6(e).

Any purported transfer
  that is not in compliance with this Section will be void.

8. Miscellaneous

(a) Entire
  Agreement. This Agreement constitutes the
  entire agreement and understanding of the parties with respect to its subject
  matter and supersedes all oral communication and prior writings with respect
  thereto.

(b) Amendments.
  No amendment, modification or waiver in respect of this Agreement will be effective
  unless in writing (including a writing evidenced by a facsimile transmission)
  and executed by each of the parties or confirmed by an exchange of telexes or
  electronic messages on an electronic messaging system.

(c) Survival
  of Obligations. Without prejudice to Sections
  2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement
  will survive the termination of any Transaction.

(d) Remedies
  Cumulative. Except as provided in this Agreement,
  the rights, powers, remedies and privileges provided in this Agreement are cumulative
  and not exclusive of any rights, powers, remedies and privileges provided by
  law.

(e) Counterparts
  and Confirmations.


   (i) This
    Agreement (and each amendment, modification and waiver in respect of it) may
    be executed and delivered in counterparts (including by facsimile transmission),
    each of which will be deemed an original.




11











   (ii)
    The parties intend that they are legally bound by the terms of each Transaction
    from the moment they agree to those terms (whether orally or otherwise). A
    Confirmation shall be entered into as soon as practicable and may be executed
    and delivered in counterparts (including by facsimile transmission) or be
    created by an exchange of telexes or by an exchange of electronic messages
    on an electronic messaging system, which in each case will be sufficient for
    all purposes to evidence a binding supplement to this Agreement. The parties
    will specify therein or through another effective means that any such counterpart,
    telex or electronic message constitutes a Confirmation.



(f) No Waiver
  of Rights. A failure or delay in exercising
  any right, power or privilege in respect of this Agreement will not be presumed
  to operate as a waiver, and a single or partial exercise of any right, power
  or privilege will not be presumed to preclude any subsequent or further exercise,
  of that right, power or privilege or the exercise of any other right, power
  or privilege.

(g) Headings.
  The headings used in this Agreement are for
  convenience of reference only and are not to affect the construction of or to
  be taken into consideration in interpreting this Agreement.

9. Expenses

A Defaulting Party will, on demand, indemnify
  and hold harmless the other party for and against all reasonable out-of-pocket
  expenses, including legal fees, incurred by such other party by reason of the
  enforcement and protection of its rights under this Agreement or any Credit
  Support Document to which the Defaulting Party is a party or by reason of the
  early termination of any Transaction, including, but not limited to, costs of
  collection.

10. Notices

(a) Effectiveness.
  Any notice or other communication in respect of this Agreement may be given
  in any manner set forth below (except that a notice or other communication under
  Section 5 or 6 may not be given by facsimile transmission or electronic messaging
  system) to the address or number or in accordance with the electronic messaging
  system details provided (see the Schedule) and will be deemed effective as indicated:


  (i) if in writing
    and delivered in person or by courier, on the date it is delivered;

  (ii) if sent
    by telex, on the date the recipient's answerback is received;

  (iii) if sent by facsimile transmission,
    on the date that transmission is received by a responsible employee of the
    recipient in legible form (it being agreed that the burden of proving receipt
    will be on the sender and will not be met by a transmission report generated
    by the sender's facsimile machine);

  (iv) if sent
    by certified or registered mail (airmail, if overseas) or the equivalent (return
    receipt requested), on the date that mail is delivered or its delivery is
    attempted; or




12











   (v) if
    sent by electronic messaging system, on the date that electronic message is
    received,



unless the date of that delivery (or attempted
  delivery) or that receipt, as applicable, is not a Local Business Day or that
  communication is delivered (or attempted) or received, as applicable, after
  the close of business on a Local Business Day, in which case that communication
  shall be deemed given and effective on the first following day that is a Local
  Business Day.

(b) Change
  of Addresses. Either party may by notice to
  the other change the address, telex or facsimile number or electronic messaging
  system details at which notices or other communications are to be given to it.

11. Governing
  Law and Jurisdiction

(a) Governing
  Law. This Agreement will be governed by and
  construed in accordance with the law specified in the Schedule.

(b) Jurisdiction.
  With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"),
  each party irrevocably: -


  (i) submits to the jurisdiction
    of the English courts, if this Agreement is expressed to be governed by English
    law, or to the non-exclusive jurisdiction of the courts of the State of New
    York and the United States District Court located in the Borough of Manhattan
    in New York City, if this Agreement is expressed to be governed by the laws
    of the State of New York; and

  (ii)
    waives any objection which it may have at any time to the laying of venue
    of any Proceedings brought in any such court, waives any claim that such Proceedings
    have been brought in an inconvenient forum and further waives the right to
    object, with respect to such Proceedings, that such court does not have any
    jurisdiction over such party.

  

Nothing in this
  Agreement precludes either party from bringing Proceedings in any other jurisdiction
  (outside, if this Agreement is expressed to be governed by English law, the
  Contracting States, as deemed in Section 1(3) of the Civil Jurisdiction and
  Judgments Act 1982 or any modification, extension or re-enactment thereof for
  the time being in force) nor will the bringing of Proceedings in any one or
  more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

 (c)
  Waiver of Immunities. Each party irrevocably
  waives, to the fullest extent permitted by applicable law, with respect to itself
  and its revenues and assets (irrespective of their use or intended use), all
  immunity on the grounds of sovereignty or other similar grounds from (i) suit,
  (ii) jurisdiction of any court, (iii) relief by way of injunction, order for
  specific performance or for recovery of property, (iv) attachment of its assets
  (whether before or after judgment) and (v) execution or enforcement of any judgment
  to which it or its revenues or assets might otherwise be entitled in any Proceedings
  in the courts of any jurisdiction and irrevocably agrees, to the extent permitted
  by applicable law, that it will not claim any such immunity in any Proceedings.


13






 
  12.
  Definitions

As used in this Agreement:



"Additional Termination Event"has the meaning specified in Section 5(b).



"Affected Party"has the meaning specified in Section 5(b).



"Affected Transactions"means (a) with respect to any Termination Event consisting of an Illegality, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.



"Affiliate"means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person.  For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.



"Applicable Rate"means:

 (a) in
  respect of obligations payable or deliverable (or which would have been but
  for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

 (b) in
  respect of an obligation to pay an amount under Section 6(e) of either party
  from and after the date (determined in accordance with Section 6(d)(ii)) on
  which that amount is payable, the Default Rate;

 (c)
  in respect of all other obligations payable or deliverable (or which would have
  been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
  and

 (d)
  in all other cases, the Termination Rate.

 "consent" includes
  a consent, approval, action, authorisation, exemption, notice, filing, registration
  or exchange control consent.

 "Credit Event Upon Merger" has
  the meaning specified in Section 5(b).

 "Credit Support Document" means
  any agreement or instrument that is specified as such in this Agreement.

 "Credit Support Provider" has
  the meaning specified in the Schedule.

 "Default Rate"
  means a rate per annum equal to the cost (without proof or evidence of any actual
  cost) to the relevant payee (as certified by it) if it were to fund or of funding
  the relevant amount plus 1 % per annum.

 "Defaulting Party"
  has the meaning specified in Section 6(a).

 "Early Termination Date" means
  the date determined in accordance with Section 6(a) or 6(b)(iii).


14










 "Event of Default"
  has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

 "Illegality" has
  the meaning specified in Section 5(b).

 "law" includes
  any treaty, law, rule or regulation and "lawful" and "unlawful" will be construed
  accordingly.

 "Local Business Day" means,
  subject to the Schedule, a day on which commercial banks are open for business
  (including dealings in foreign exchange and foreign currency deposits) (a) in
  relation to any obligation under Section 2(a)(i), in the place(s) specified
  in the relevant Confirmation or, if not so specified, as otherwise agreed by
  the parties in writing or determined pursuant to provisions contained, or incorporated
  by reference, in this Agreement, (b) in relation to any other payment, in the
  place where the relevant account is located, (c) in relation to any notice or
  other communication, including notice contemplated under Section 5(a)(i), in
  the city specified in the address for notice provided by the recipient and,
  in the case of a notice contemplated by Section 2(b), in the place where the
  relevant new account is to be located and (d) in relation to Section 5(a)(v)(2),
  in the relevant locations for performance with respect to such Specified Transaction.

 "Loss"
  means, with respect to this Agreement or one or more Terminated Transactions,
  as the case may be, and a party, an amount that party reasonably determines
  in good faith to be its total losses and costs (or gain, in which case expressed
  as a negative number) in connection with this Agreement or that Terminated Transaction
  or group of Terminated Transactions, as the case may be, including any loss
  of bargain, cost of funding or, at the election of such party but without duplication,
  loss or cost incurred as a result of its terminating, liquidating, obtaining
  or reestablishing any hedge or related trading position ( or any gain resulting
  from any of them). Loss includes losses and costs (or gains) in respect of any
  payment or delivery required to have been made (assuming satisfaction of each
  applicable condition precedent) on or before the relevant Early Termination
  Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1)
  or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees
  and out-of-pocket expenses referred to under Section 9. A party will determine
  its Loss as of the relevant Early Termination Date, or, if that is not reasonably
  practicable, as of the earliest date thereafter as is reasonably practicable.
  A party may (but need not) determine its Loss by reference to quotations of
  relevant rates or prices from one or more leading dealers in the relevant markets.

 "Market Quotation" means,
  with respect to one or more Terminated Transactions and a party making the determination,
  an amount determined on the basis of quotations from Reference Market-makers.
  Each quotation will be for an amount, if any, that would be paid to such party
  (expressed as a negative number) or by such party (expressed as a positive number)
  in consideration of an agreement between such party (taking into account any
  existing Credit Support Document with respect to the obligations of such party)
  and the quoting Reference Market-maker to enter into a transaction (the "Replacement
  Transaction") that would have the effect of preserving for such party the economic
  equivalent of any payment or delivery (whether the underlying obligation was
  absolute or contingent and assuming the satisfaction of each applicable condition
  precedent) by the parties under Section 2(a)(i) in respect of such Terminated
  Transaction or group of Terminated Transactions that would, but for the occurrence
  of the relevant Early Termination Date, have been required after that date.
  For this purpose, Unpaid

  15












Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date.  The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values.  If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

 "Non-default Rate"
  means a rate per annum equal to the cost (without proof or evidence of any actual
  cost) to the Non-defaulting Party (as certified by it) if it were to fund the
  relevant amount.

 "Non-defaulting Party"
  has the meaning specified in Section 6(a).

 "Potential Event of Default"
  means any event which, with the giving of notice or the lapse of time or both,
  would constitute an Event of Default.

 "Reference Market-makers" means
  four leading dealers in the relevant market selected by the party determining
  a Market Quotation in good faith (a) from among dealers of the highest credit
  standing which satisfy all the criteria that such party applies generally at
  the time in deciding whether to offer or to make an extension of credit and
  (b) to the extent practicable, from among such dealers having an office in the
  sane city.

 "Scheduled Payment Date" means
  a date on which a payment or delivery is to be made under Section 2(a)(i) with
  respect to a Transaction.

 "Set-off"
  means set-off, offset, combination of accounts, right of retention or withholding
  or similar right or requirement to which the payer of an amount under Section
  6 is entitled or subject (whether arising under this Agreement, another contract,
  applicable law or otherwise) that is exercised by, or imposed on, such payer.

 "Settlement Amount"
  means, with respect to a party and any Early Termination Date, the sum of:

 (a)
  the Market Quotations (whether positive or negative) for each Terminated Transaction
  or group of Terminated Transactions for which a Market Quotation is determined;
  and

  16










 (b)
  such party's Loss (whether positive or negative and without reference to any
  Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions
  for which a Market Quotation cannot be determined or would not (in the reasonable
  belief of the party making the determination) produce a commercially reasonable
  result.

 "Specified Entity"
  has the meaning specified in the Schedule.

 "Specified Indebtedness"
  means, subject to the Schedule, any obligation (whether present or future, contingent
  or otherwise, as principal or surety or otherwise) in respect of borrowed money.

 "Specified Transaction" means,
  subject to the Schedule, (a) any transaction (including an agreement with respect
  thereto) now existing or hereafter entered into between one party to this Agreement
  (or any Credit Support Provider of such party or any applicable Specified Entity
  of such party) and the other party to this Agreement (or any Credit Support
  Provider of such other party or any applicable Specified Entity of such other
  party) which is a rate swap transaction, basis swap, forward rate transaction,
  commodity swap, commodity option, equity or equity index swap, equity or equity
  index option, bond option, interest rate option, foreign exchange transaction,
  cap transaction, floor transaction, collar transaction, currency swap transaction,
  cross-currency rate swap transaction, currency option or any other similar transaction
  (including any option with respect to any of these transactions), (b) any combination
  of these transactions and (c) any other transaction identified as a Specified
  Transaction in this Agreement or the relevant confirmation.

 "Terminated Transactions"
  means with respect to any Early Termination Date (a) if resulting from a Termination
  Event, all Affected Transactions and (b) if resulting from an Event of Default,
  all Transactions (in either case) in effect immediately before the effectiveness
  of the notice designating that Early Termination Date (or, if "Automatic Early
  Termination" applies, immediately before that Early Termination Date).

 "Termination Event"
  means an Illegality or, if specified to be applicable, a Credit Event Upon Merger
  or an Additional Termination Event.

 "Termination Rate"
  means a rate per annum equal to the arithmetic mean of the cost (without proof
  or evidence of any actual cost) to each party (as certified by such party) if
  it were to fund or of funding such amounts.

 "Unpaid Amounts"
  owing to any party means, with respect to an Early Termination Date, the aggregate
  of (a) in respect of all Terminated Transactions, the amounts that became payable
  (or that would have become payable but for Section 2(a)(iii)) to such party
  under Section 2(a)(i) on or prior to such Early Termination Date and which remain
  unpaid as at such Early Termination Date and (b) in respect of each Terminated
  Transaction, for each obligation under Section 2(a)(i) which was (or would have
  been but for Section 2(a)(iii)) required to be settled by delivery to such party
  on or prior to such Early Termination Date and which has not been so settled
  as at such Early Termination Date, an amount equal to the fair market value
  of that which was (or would have been) required to be delivered as of the originally
  scheduled date for delivery, in each case together with (to the extent permitted
  under applicable law) interest, in the currency of

  17












such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate.  Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the fair market values reasonably determined by both parties.



IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

	WACHOVIA BANK, NATIONAL	GOLD BANK (Name of Party)
	ASSOCIATION (Name of Party)	 
	 	 
	 	 
	By: /s/ Harold E. Sprague, III	By: /s/ Rick J. Tremblay
	           Name:
      Harold E. Sprague, III	           Name:
      Rick J. Tremblay
	           Title:
      Vice President	           Title:
      Exec. V.P. and CFO
	           Date:
      1/21/05	           Date:
      12/28/04


 

 

 

 

 

18






 
      SCHEDULE
  

  to the 

  MASTER AGREEMENT 

  dated as of November 16, 2004 between 

  WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A") 

  and GOLD BANK ("Party B")

	Part 1. 	Termination Provisions
	 	 
	(a)	"Specified Entity"
        for purposes of Sections 5(a)(v), 5(a)(vi)
        and 5(a)(vii) means, with respect to a party, each of its Affiliates that
        is an insured depository institution having obligations for which that
        party could be liable in the event of any loss by the Federal Deposit
        Insurance Corporation under Section 5(e) of the Federal Deposit Insurance
        Act.

	 	

	(b)	"Specified Transaction"
        has its meaning as defined in Section 12.

	 	

	(c)	"Cross Default"
        applies to both parties.

	 	

	 	"Specified Indebtedness"
        means any obligation (whether present, future,
        contingent or otherwise, as principal or surety or otherwise) in respect
        of borrowed money or relating to the payment or delivery of funds, securities
        or other property (including, without limitation, collateral), other than
        indebtedness in respect of any bank deposits received in the ordinary
        course of business by any foreign branch of a party the repayment of which
        is prevented, hindered or delayed by any governmental or regulatory action
        or law unrelated to the financial condition or solvency of the party or
        that foreign branch.

	 	 
	 	"Threshold Amount"
        means, with respect to Party A, an amount
        (including its equivalent in another currency) equal to the higher of
        $10,000,000 or 2% of its stockholders' equity as reflected on its most
        recent financial statements or call reports, and with respect to Party
        B, an amount (including its equivalent in another currency) equal to the
        higher of $10,000,000 or 2% of its stockholders' equity as reflected on
        its most recent financial statements. For purposes of determining a party's
        Threshold Amount, such party shall deliver a copy of its most recent financial
        statements or call reports upon written request therefor.

	 	

	(d)	"Credit Event
        Upon Merger" applies to both parties.

	 	

	(e)	"Automatic Early
        Termination" does not apply to either party.

	 	

	(f)	Payments on Early
        Termination. Except as otherwise provided
        in this Schedule, "Market Quotation" and the "Second Method" apply. In
        the case of any Terminated Transaction that is, or is subject to, any
        unexercised option, the words "economic equivalent of any payment or delivery"
        appearing in the definition of "Market Quotation" shall be construed to
        take into account the economic equivalent of the option.

	 	 
	(g)	Additional Termination
        Event means the occurrence of any of the
        following events with respect to a party (which will be the Affected Party):




1






 
	 	 
	 	Either
        party fails to be "well capitalized" in accordance with Regulation F of
        the Board of Governors of the Federal Reserve System, as in effect from
        time to time or, if such regulation is repealed, to meet minimum capital
        requirements as prescribed by its "appropriate Federal banking agency"
        as defined in Section 3(q) of the Federal Deposit Insurance Act, as amended
        from time to time.

	 	 
	(h)	Events
        of Default. An Event of Default shall not
        occur with respect to a party under Section 5(a)(v)(1) or (2) or Section
        5(a)(vi) when the failure to pay or deliver, or the default, event of
        default or other similar condition or event, as the case may be, arises
        solely (i) out of a wire transfer problem or an operational or administrative
        error or omission (so long as the required funds or property required
        to make that payment or delivery were otherwise available to that party),
        or (ii) from the general unavailability of the relevant currency due to
        exchange controls or other similar governmental action, but in either
        case only if the payment or delivery is made within three Local Business
        Days after the problem has been corrected, the error or omission has been
        discovered or the currency becomes generally available.

	 	 
	Part 2.	Tax Provisions
	 	 
	(a)	Tax Representations.
	 	 
	 	(i)
        Party A represents at all times hereunder that (A) it is a national banking
        association organized or formed under the laws of the United States, and
        (B) it is a United States resident for United States federal income tax
        purposes.

	 	 
	 	(ii)
        Party B represents at all times hereunder that (A) it is organized or
        formed under the laws of Kansas, and (B) it is (or, if Party B is disregarded
        for United States federal income tax purposes, its beneficial owner is)
        a United States resident for United States federal income tax purposes.

	 	 
	(b)	Tax Forms.
	 	 	 
	 	(i) Each
        party agrees to deliver to the other party the tax forms specified below
        with respect to it at the following times: before the first Payment Date
        under this Agreement; promptly upon reasonable demand by the other party;
        and promptly upon learning that any such form previously provided by the
        party has become obsolete or incorrect.



	 	 	 
	 	(A)	Tax Forms to be Delivered by Party
      A:

      

      None specified.
	 	 	 
	 	(B)	Tax forms to be Delivered by Party
      B:

      

      None specified.



   (ii) In
    addition, each party agrees to deliver to the other party, upon reasonable
    demand by such other party, any other tax form that may be required or reasonably
    requested in writing in order to allow such other party to make a payment
    under this Agreement (or




2










	 
	 	under any Credit
        Support Document) without any deduction or withholding for or on account
        of any tax imposed by any government or other taxing authority in respect
        of any such payment (other than a stamp, registration, documentation or
        similar tax), or with such deduction or withholding at a reduced rate,
        which form shall be correct, complete and duly executed.

	 	

	(c)	Withholding Tax
        Liability. A breach of a representation
        under paragraph (a) above, or a failure to deliver a required tax form
        in accordance with paragraph (b) above, by a party hereunder (the "defaulting
        payee") may result in a tax liability on the part of the other party (the
        "payor"), as required by the United States Internal Revenue Code and regulations
        thereunder, for withholding or backup withholding on any payment by the
        payor to the defaulting payee under this Agreement (or under any Credit
        Support Document), including a liability to remit to the U.S. Treasury
        Department the required amount of withholding and to pay interest and
        penalties to the U.S. Treasury Department for amounts not withheld.

	 	 
	 	Accordingly, if any
        such breach or failure by the defaulting payee results in any such tax
        liability, then (i) any amount so withheld and remitted to the U.S. Treasury
        Department shall discharge the payor's obligation under this Agreement
        (or under any Credit Support Document) to pay to the defaulting payee
        the portion of any payment so withheld and remitted (with the payor having
        no obligation to "gross up" any of its payments for such withheld amounts),
        and (ii) if any tax liability resulting from the defaulting payee's breach
        or failure is assessed directly against the payor in respect of any amounts
        not withheld, the defaulting payee shall indemnify the payor on demand
        for the amount of such tax liability (including interest and penalties).
        However, any such breach or failure by the defaulting payee shall not
        be an "Event of Default" or a "Potential Event of Default" under this
        Agreement unless the defaulting payee fails to so indemnify the payor.

	 	 
	Part 3.	Documents
	 	 
	(a)	Delivery of Documents.
        When it delivers this Agreement, each party shall also deliver its Closing
        Documents to the other party in form and substance reasonably satisfactory
        to the other party. For each Transaction, a party shall deliver, promptly
        upon request, a duly executed incumbency certificate for the person(s)
        executing the Confirmation for that Transaction on behalf of that party.

	 	 
	 	(i) For
        Party A, "Closing Documents" means (A) a copy, certified by the secretary
        or assistant secretary of Party A, of the resolutions of Party A's board
        of directors authorizing the execution, delivery and performance by Party
        A of this Agreement (including the Credit Support Annex) and authorizing
        Party A to enter into Transactions hereunder and (B) a duly executed certificate
        of the secretary or assistant secretary of Party A certifying the name,
        true signature and authority of each person authorized to execute this
        Agreement (including the Credit Support Annex) and enter into Transactions
        for Party A.




3










	 	(ii) For
        Party B, "Closing Documents" means a copy, certified by the secretary
        or assistant secretary of Party B, of the resolutions of Party B's board
        of directors authorizing the execution, delivery and performance by Party
        B of this Agreement (including the Credit Support Annex) and authorizing
        Party B to enter into Transactions hereunder and a duly executed certificate
        of the secretary or assistant secretary of Party B certifying the name,
        true signature and authority of each person authorized to execute this
        Agreement (including the Credit Support Annex) and enter into Transactions
        for Party B.

	 	

	Part 4.	Miscellaneous

	 	

	(a)	Addresses for
        Notices. For purposes of Section 10(a) of
        this Agreement, all notices to a party shall, with respect to any particular
        Transaction, be sent to its address, telex number or facsimile number
        specified in the relevant Confirmation (or as specified below if not specified
        in the relevant Confirmation), provided that any notice under Section
        5 or 6 of this Agreement, and any notice under this Agreement not related
        to a particular Transaction, shall be sent to a party at its address specified
        below, provided further that any notice under the Credit Support Annex
        shall be sent to a party at its address, telex number or facsimile number
        specified in the Credit Support Annex.

        

        To Party A:

        

        WACHOVIA BANK, NATIONAL ASSOCIATION

        301 South College Street, DC-8 

        Charlotte, NC 28202-0600

        

        Attention: Bruce M. Young

        Senior Vice President, Risk Management

        

        Fax: (704) 383-0575 

        Phone: (704) 383-8778

        

        To Party B:

        

        GOLD BANK

        Rick J. Tremblay 

        11301 Nall Avenue 

        Leawood, KS 66211

        

        Attention: Rick J. Tremblay

        

        Fax: (913) 451-8004 

        Phone: (913) 323-7703

	 	

	(b)	"Calculation Agent"
        means Party A.

	 	

	(c)	"Credit Support
        Document" means the Credit Support Annex
        hereto dated as of November 16, 2004 executed and delivered by Party A
        and Party B.




4










	 	 
	(d)	"Credit Support
        Provider" does not apply.

	 	 
	(e)	Governing Law.
        This Agreement will be governed by and construed in accordance with the
        law (and not the law of conflicts) of the State of New York.

	 	 
	(f)	Waiver of Jury
        Trial. To the extent permitted by applicable
        law, each party irrevocably waives any and all right to trial by jury
        in any legal proceeding in connection with this Agreement, any Credit
        Support Document to which it is a party, or any Transaction.

	 	 
	(g)	Netting of Payments.
        Section 2(c)(ii) will apply in respect of all Transactions from the date
        of this Agreement, provided that Section 2(c)(ii) will not apply with
        respect to any Transactions or group of Transactions for which the parties
        mutually agree shall be netted operationally.

	 	 
	(h)	"Affiliate"
        has its meaning as defined in Section 12.

	 	

	Part 5. 	Other Provisions

	 	

	(a)	2000 ISDA Definitions.
        This Agreement and each Transaction are subject to the 2000 ISDA Definitions
        (including its Annex and NCU Supplement) published by the International
        Swaps and Derivatives Association, Inc. (together, the "2000 ISDA Definitions")
        and will be governed by the provisions of the 2000 ISDA Definitions. The
        provisions of the 2000 ISDA Definitions are incorporated by reference
        in, and shall form part of, this Agreement and each Confirmation. Any
        reference to a "Swap Transaction" in the 2000 ISDA Definitions is deemed
        to be a reference to a "Transaction" for purposes of this Agreement or
        any Confirmation, and any reference to a "Transaction" in this Agreement
        or any Confirmation is deemed to be a reference to a "Swap Transaction"
        for purposes of the 2000 ISDA Definitions. The provisions of this Agreement
        (exclusive of the 2000 ISDA Definitions) shall prevail in the event of
        any conflict between such provisions and the 2000 ISDA Definitions.

	 	 
	(b)	Scope of Agreement.
        Any Specified Transaction now existing or hereafter entered into between
        the parties (whether or not evidenced by a Confirmation) which constitutes
        (i) a swap, cap, collar, floor or option on interest rates in which the
        transaction is denominated U.S. Dollars, (ii) any other interest rate
        derivatives transaction denominated in U.S. Dollars, (iii) any option
        on or with respect to any of the foregoing, or (iv) any combination of
        any of the foregoing, shall constitute a "Transaction" under this Agreement
        and shall be subject to, governed by, and construed in accordance with
        the terms of this Agreement, unless the confirming document(s) for that
        Specified Transaction provide(s) otherwise. For any such Specified Transaction
        not evidenced by a Confirmation, Section 2(a)(i) of this Agreement is
        amended to read as follows: "(i) Each party will make each payment or
        delivery to be made by it under each Transaction, as specified in each
        Confirmation (or otherwise in accordance with the terms of that Transaction
        if not evidenced by a Confirmation), subject to the other provisions of
        this Agreement." In addition, any Specified Transaction between the parties
        evidenced by a Confirmation that by its terms specifies that it is subject
        to or governed by this Agreement (or an ISDA Master Agreement between
        the parties), whether entered into




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	 	before, on or after
        the date of this Agreement, shall constitute a Transaction under this
        Agreement and shall be subject to, governed by, and construed in accordance
        with the terms of this Agreement.

	 	 
	(c)	Additional Representations.
        Section 3 is amended by adding the following Sections 3(e), (f), (g),
        and (h), and solely with respect to Party B, (i) and (j) which in the
        case of (i) and (j) shall be deemed repeated at all times until the termination
        of this Agreement:

	 	 
	 	"(e) Non-Reliance.
        For any Relevant Agreement: (i) it acts as principal and not as agent,
        (ii) it acknowledges that the other party
        acts only at arm's length and is not its agent, broker, advisor or fiduciary
        in any respect, and any agency, brokerage, advisory or fiduciary services
        that the other party (or any of its affiliates) may otherwise provide
        to the party (or to any of its affiliates) excludes the Relevant Agreement,
        (iii) it is relying solely upon its own evaluation of the Relevant Agreement
        (including the present and future results, consequences, risks, and benefits
        thereof, whether financial, accounting, tax, legal, or otherwise) and
        upon advice from its own professional advisors, (iv) it understands the
        Relevant Agreement and those risks, has determined they are appropriate
        for it, and willingly assumes those risks, and (v) it has not relied and
        will not be relying upon any evaluation or advice (including any recommendation,
        opinion, or representation) from the other party, its affiliates or the
        representatives or advisors of the other party or its affiliates (except
        representations expressly made in the Relevant Agreement or an opinion
        of counsel required thereunder).

	 	 
	 	"Relevant Agreement"
        means this Agreement, each Transaction, each Confirmation, any Credit
        Support Document, and any agreement (including any amendment, modification,
        transfer or early termination) between the parties relating to any of
        the foregoing.

	 	 
	 	(f) Eligibility.
        It is an "eligible contract participant" within the meaning of the Commodity
        Exchange Act (as amended by the Commodity Futures Modernization Act of
        2000) and a "financial institution" within the meaning of the Federal
        Deposit Insurance Corporation Improvement Act of 1991 (as supplemented
        by Regulation EE of the Federal Reserve Board).

	 	 
	 	(g) FDIC Requirements.
        If it is a bank subject to the requirements of 12 U.S.C. § 1823(e),
        its execution, delivery and performance of this Agreement (including the
        Credit Support Annex and each Confirmation) have been approved by its
        board of directors or its loan committee, such approval is reflected in
        the minutes of said board of directors or loan committee, and this Agreement
        (including the Credit Support Annex and each Confirmation) will be maintained
        as one of its official records continuously from the time of its execution
        (or in the case of any Confirmation, continuously until such time as the
        relevant Transaction matures and the obligations therefor are satisfied
        in full).

	 	 
	 	(h) ERISA.
        It is not (i) an employee benefit plan as defined in Section 3(3) of the
        Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
        or a plan as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the "Code"), subject to Title I of ERISA or Section
        4975 of the Code, or a plan as so defined but which is not subject to
        Title I of ERISA or Section 4975 of the Code but is subject to




6










	 	another
        law materially similar to Title I of ERISA or Section 4975 of the Code
        (each of which, an "ERISA Plan"), (ii) a person or entity acting on behalf
        of an ERISA Plan, or (iii) a person or entity the assets of which constitute
        assets of an ERISA Plan.

	 	

	 	(i)
        Party B's Board of Directors have adopted written policies
        which authorize Party B to enter into derivative transactions and the
        Transactions entered into pursuant to this Agreement are and will continue
        to be in compliance with such policies.

	 	

	 	(j)
        Party B is now and will continue to be in compliance
        with all requirements of Kansas laws and regulations with respect to hedging
        activities of Kansas state chartered banks and each Transaction entered
        into pursuant to this Agreement is and will continue to be in compliance
        with such laws and regulations."

	 	

	(d)	Set-off.
        Any amount ("Early Termination Amount") payable to one party ("Payee")
        by the other party ("Payer") under Section 6(e), in circumstances where
        there is a Defaulting Party or one Affected Party in the case where a
        Termination Event under Section 5(b)(ii) has occurred, will, at the option
        of the party ("X") other than the Defaulting Party or the Affected Party
        (and without prior notice to the Defaulting Party or the Affected Party),
        be reduced by means of set off against any amount(s) ("Other Agreement
        Amount") payable (whether at such time or in the future or upon the occurrence
        of a contingency) by the Payee to the Payer or to any Affiliate of the
        Payer (irrespective of the currency, place of payment or booking office
        of the obligation) under any other agreement(s) between the Payee and
        the Payer (or between the Payee and any Affiliate of the Payer) or instrument(s)
        or undertaking(s) issued or executed by the Payee to, or in the favor
        of, the Payer or any Affiliate of the Payer (and the Other Agreement Amount
        will be discharged promptly and in all respects to the extent it is so
        set-off). X will give notice to the other party of any set-off effected
        under this paragraph.

	 	

	 	For this
        purpose, either the Early Termination Amount or the Other Agreement Amount
        (or the relevant portion of such amounts) may be converted by X into the
        currency in which the other is denominated at the rate of exchange at
        which such party would be able, acting in a reasonable manner and in good
        faith, to purchase the relevant amount of such currency. The term "rate
        of exchange" includes, without limitation, any premiums and costs of exchange
        payable in connection with the purchase of or conversion into the relevant
        currency.

	 	

	 	Nothing
        in this paragraph shall be effective to create a charge or other security
        interest. This paragraph shall be without prejudice and in addition to
        any right of set-off, combination of accounts, lien or other right to
        which any party is at any time otherwise entitled (whether by operation
        of law, contract or otherwise).

	 	

	(e)	Change
        of Account. Any account designated by a
        party pursuant to Section 2(b) shall be in the same legal and tax jurisdiction
        as the original account.

	 	

	(f)	Recorded
        Conversations. Each party and any of its
        Affiliates may electronically record any of its telephone conversations
        with the other party or with any of the other party's Affiliates in connection
        with this Agreement or any Transaction, and any such recordings




7







 
	 	 
	
	may be submitted in evidence in
        any proceeding to establish any matters pertinent to this Agreement or
        any Transaction.

	
	

	(g)
	Confirmation Procedures.
        Upon receipt thereof, Party B shall examine the terms of each Confirmation
        sent by Party A, and unless Party B objects to the terms within three
        New York business days after receipt.of that Confirmation, those terms
        shall he deemed accepted and correct absent manifest error, in which case
        that Confirmation will be sufficient to form a binding supplement to this
        Agreement notwithstanding Section 8(e)(ii) of this Agreement.



 

  


 

 

 

 

 

 

 

 


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IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as of the date hereof.

	 	WACHOVIA BANK, NATIONAL
	 	ASSOCIATION
	 	 
	 	 
	 	By: /s/ Harold E. Sprague, III
	 	Name: Harold E. Sprague, III
	 	Title: Vice President
	 	 
	 	 
	 	GOLD BANK
	 	By: /s/ Rick J. Tremblay
	 	Name: Rick J. Tremblay
	 	Title: Exec. V.P. and CFO


 

 

 

 

 

 

 

 

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