Guarantee Agreement





 Exhibit 4.5

 

 

 

GUARANTEE AGREEMENT


GOLD BANC CORPORATION, INC.

 Dated as of March 15, 2004

 

 

 

 

 











TABLE OF CONTENTS

	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS AND INTERPRETATION
	 	 	 
	SECTION 1.1.	Definitions and Interpretation	1
	 
	ARTICLE II
	POWERS, DUTIES AND RIGHTS OF THE GUARANTEE
      TRUSTEE
	 	 	 
	SECTION 2.1.	Powers and Duties of the Guarantee Trustee	4
	SECTION 2.2.	Certain Rights of the Guarantee Trustee	5
	SECTION 2.3.	Not Responsible for Recitals or Issuance of Guarantee	7
	SECTION 2.4.	Events of Default; Waiver	7
	SECTION 2.5.	Events of Default; Notice	8
	 
	ARTICLE III
	THE GUARANTEE TRUSTEE
	 	 	 
	SECTION 3.1.	The Guarantee Trustee; Eligibility	8
	SECTION 3.2.	Appointment, Removal and Resignation of the Guarantee
      Trustee	9
	 
	ARTICLE IV
	GUARANTEE
	 	 	 
	SECTION 4.1.	Guarantee	9
	SECTION 4.2.	Waiver of Notice and Demand	10
	SECTION 4.3.	Obligations Not Affected	10
	SECTION 4.4.	Rights of Holders	11
	SECTION 4.5.	Guarantee of Payment	11
	SECTION 4.6.	Subrogation	11
	SECTION 4.7.	Independent Obligations	12
	SECTION 4.8.	Enforcement	12



-i-






 
 TABLE OF CONTENTS 

  (continued)

		 	Page
		 	 
	ARTICLE V
	LIMITATION OF TRANSACTIONS; SUBORDINATION
	 	 	 
	SECTION 5.1.	Limitation of Transactions	12
	SECTION 5.2.	Ranking	13
	 
	ARTICLE VI
	TERMINATION
	 	 	 
	SECTION 6.1.	Termination	13
	 
	ARTICLE VII
	INDEMNIFICATION
	 	 	 
	SECTION 7.1.	Exculpation	14
	SECTION 7.2.	Indemnification	14
	SECTION 7.3.	Compensation; Reimbursement of Expenses	15
	 
	ARTICLE VIII
	MISCELLANEOUS
	 	 	 
	SECTION 8.1.	Successors and Assigns	16
	SECTION 8.2.	Amendments	16
	SECTION 8.3.	Notices	16
	SECTION 8.4.	Benefit	17
	SECTION 8.5.	Governing Law	17
	SECTION 8.6.	Counterparts	17


 

 

-ii-










 GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (the "Guarantee"), dated as of March 15, 2004, is executed and delivered by Gold Banc Corporation, Inc., incorporated in Kansas (the "Guarantor"), and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Gold Banc Trust III, a Delaware statutory trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of March 15, 2004, among the trustees named therein of the Issuer, Gold Banc Corporation, Inc., as sponsor, and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof securities, having an aggregate liquidation amount of up to $16,000,000, designated the TP Securities (the "Capital Securities"); and

     WHEREAS, as incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of the Capital Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.

 ARTICLE I 

  DEFINITIONS AND INTERPRETATION

       SECTION 1.1. Definitions
  and Interpretation.


       In this Guarantee, unless
  the context otherwise requires:

       (a)
    capitalized terms used in this Guarantee but not defined in the preamble above
    have the respective meanings assigned to them in this Section 1.1;
       (b)
    a term defined anywhere in this Guarantee has the same meaning throughout;
       (c) all
    references to "the Guarantee" or "this Guarantee" are to this Guarantee as
    modified, supplemented or amended from time to time;
       (d)
    all references in this Guarantee to Articles and Sections are to Articles
    and Sections of this Guarantee, unless otherwise specified;
       (e) terms
    defined in the Declaration as of the date of execution of this Guarantee have
    the same meanings when used in this Guarantee, unless otherwise defined in
    this Guarantee or unless the context otherwise requires; and

         (f)
    a reference to the singular includes the plural and vice versa.








 
          "Beneficiaries"
  means any Person to whom the Issuer is or hereafter becomes indebted or liable.

          "Corporate
  Trust Office" means the office of the Guarantee Trustee at which the corporate
  trust business of the Guarantee Trustee shall, at any particular time, be principally
  administered.

           "Covered
  Person" means any Holder of Capital Securities.

          "Debentures"
  means the junior subordinated debentures of Gold Banc Corporation, Inc., designated
  the Junior Subordinated Debt Securities due 2034, held by the Institutional
  Trustee (as defined in the Declaration) of the Issuer.

           "Event
  of Default" has the meaning set forth in Section 2.4.

          "Guarantee
  Payments" means the following payments or distributions, without duplication,
  with respect to the Capital Securities, to the extent not paid or made by the
  Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration)
  which are required to be paid on such Capital Securities to the extent the Issuer
  has funds available in the Property Account (as defined in the Declaration)
  therefor at such time, (ii) the Redemption Price (as defined in the Indenture)
  to the extent the Issuer has funds available in the Property Account therefor
  at such time, with respect to any Capital Securities called for redemption by
  the Issuer, (iii) the Special Redemption Price (as defined in the Indenture)
  to the extent the Issuer has funds available in the Property Account therefor
  at such time, with respect to Capital Securities called for redemption upon
  the occurrence of a Special Event (as defined in the Indenture), and (iv) upon
  a voluntary or involuntary liquidation, dissolution, winding-up or termination
  of the Issuer (other than in connection with the distribution of Debentures
  to the Holders of the Capital Securities in exchange therefor as provided in
  the Declaration), the lesser of (a) the aggregate of the liquidation amount
  and all accrued and unpaid Distributions on the Capital Securities to the date
  of payment, to the extent the Issuer has funds available in the Property Account
  therefor at such time, and (b) the amount of assets of the Issuer remaining
  available for distribution to Holders in liquidation of the Issuer after satisfaction
  of liabilities to creditors of the Issuer as required by applicable law (in
  either case, the "Liquidation Distribution").

          "Guarantee
  Trustee" means JPMorgan Chase Bank, until a Successor Guarantee Trustee has
  been appointed and has accepted such appointment pursuant to the terms of this
  Guarantee and thereafter means each such Successor Guarantee Trustee.

          "Holder"
  means any holder, as registered on the books and records of the Issuer, of any
  Capital Securities; provided, however, that, in determining whether the holders
  of the requisite percentage of Capital Securities have given any request, notice,
  consent or waiver hereunder, "Holder" shall not include the Guarantor or any
  Affiliate of the Guarantor.

          "Indemnified
  Person" means the Guarantee Trustee (including in its individual capacity),
  any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
  members, partners, employees, representatives, nominees, custodians or agents
  of the Guarantee Trustee.

  - 2 -






 
          "Indenture"
  means the Indenture, dated as of March 15, 2004, between the Guarantor and JPMorgan
  Chase Bank, not in its individual capacity but solely as trustee, and any indenture
  supplemental thereto pursuant to which the Debentures are to be issued to the
  Institutional Trustee of the Issuer.

          "Liquidation
  Distribution" has the meaning set forth in the definition of "Guarantee Payments"
  herein.

          "Majority
  in liquidation amount of the Capital Securities" means Holder(s) of outstanding
  Capital Securities, voting together as a class, but separately from the holders
  of Common Securities, of more than 50% of the aggregate liquidation amount (including
  the stated amount that would be paid on redemption, liquidation or otherwise,
  plus accrued and unpaid Distributions to, but excluding, the date upon which
  the voting percentages are determined) of all Capital Securities then outstanding.

          "Obligations"
  means any costs, expenses or liabilities (but not including liabilities related
  to taxes) of the Issuer, other than obligations of the Issuer to pay to holders
  of any Trust Securities the amounts due such holders pursuant to the terms of
  the Trust Securities.

          "Officer's
  Certificate" means, with respect to any Person, a certificate signed by one
  Authorized Officer of such Person. Any Officer's Certificate delivered with
  respect to compliance with a condition or covenant provided for in this Guarantee
  shall include:


       (a)
    a statement that each officer signing the Officer's Certificate has read the
    covenant or condition and the definitions relating thereto;

       (b)
    a brief statement of the nature and scope of the examination or investigation
    undertaken by each officer in rendering the Officer's Certificate;

       (c)
    a statement that each such officer has made such examination or investigation
    as, in such officer's opinion, is necessary to enable such officer to express
    an informed opinion as to whether or not such covenant or condition has been
    complied with; and

       (d)
    a statement as to whether, in the opinion of each such officer, such condition
    or covenant has been complied with.



          "Person"
  means a legal person, including any individual, corporation, estate, partnership,
  joint venture, association, joint stock company, limited liability company,
  trust, unincorporated association, or government or any agency or political
  subdivision thereof, or any other entity of whatever nature.

          "Responsible
  Officer" means, with respect to the Guarantee Trustee, any officer within the
  Corporate Trust Office of the Guarantee Trustee with direct responsibility for
  the administration of any matters relating to this Guarantee, including any
  vice president, any assistant vice president, any secretary, any assistant secretary,
  the treasurer, any assistant treasurer, any trust officer or other officer of
  the Corporate Trust Office of the Guarantee Trustee customarily performing functions
  similar to those performed by any of the above designated

  - 3 -











officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject.

          "Successor
  Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications
  to act as Guarantee Trustee under Section 3.1.

           "Trust
  Securities" means the Common Securities and the Capital Securities.

 ARTICLE II
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

 SECTION 2.1. Powers
  and Duties of the Guarantee Trustee.


       (a)
    This Guarantee shall be held by the Guarantee Trustee for the benefit of the
    Holders of the Capital Securities, and the Guarantee Trustee shall not transfer
    this Guarantee to any Person except a Holder of Capital Securities exercising
    his or her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee
    on acceptance by such Successor Guarantee Trustee of its appointment to act
    as Successor Guarantee Trustee. The right, title and interest of the Guarantee
    Trustee shall automatically vest in any Successor Guarantee Trustee, and such
    vesting and cessation of title shall be effective whether or not conveyancing
    documents have been executed and delivered pursuant to the appointment of
    such Successor Guarantee Trustee.

       (b) If
    an Event of Default actually known to a Responsible Officer of the Guarantee
    Trustee has occurred and is continuing, the Guarantee Trustee shall enforce
    this Guarantee for the benefit of the Holders of the Capital Securities.

       (c)
    The Guarantee Trustee, before the occurrence of any Event of Default and after
    the curing or waiving of all Events of Default that may have occurred, shall
    undertake to perform only such duties as are specifically set forth in this
    Guarantee, and no implied covenants shall be read into this Guarantee against
    the Guarantee Trustee. In case an Event of Default has occurred (that has
    not been cured or waived pursuant to Section 2.4(b)) and is actually known
    to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
    exercise such of the rights and powers vested in it by this Guarantee, and
    use the same degree of care and skill in its exercise thereof, as a prudent
    person would exercise or use under the circumstances in the conduct of his
    or her own affairs.

       (d)
    No provision of this Guarantee shall be construed to relieve the Guarantee
    Trustee from liability for its own negligent action, its own negligent failure
    to act, or its own willful misconduct, except that:




       (i) prior
    to the occurrence of any Event of Default and after the curing or waiving
    of all Events of Default that may have occurred:





       (A)
    the duties and obligations of the Guarantee Trustee shall be determined solely
    by the express provisions of this Guarantee, and the



  - 4 -








  Guarantee Trustee shall not be liable
    except for the performance of such duties and obligations as are specifically
    set forth in this Guarantee, and no implied covenants or obligations shall
    be read into this Guarantee against the Guarantee Trustee; and

         (B)
      in the absence of bad faith on the part of the Guarantee
      Trustee, the Guarantee Trustee may conclusively rely, as to the truth of
      the statements and the correctness of the opinions expressed therein, upon
      any certificates or opinions furnished to the Guarantee Trustee and conforming
      to the requirements of this Guarantee; but in the case of any such certificates
      or opinions furnished to the Guarantee Trustee, the Guarantee Trustee shall
      be under a duty to examine the same to determine whether or not on their
      face they conform to the requirements of this Guarantee;



  
          (ii)
      the Guarantee Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Guarantee Trustee, unless
      it shall be proved that such Responsible Officer of the Guarantee Trustee
      or the Guarantee Trustee was negligent in ascertaining the pertinent facts
      upon which such judgment was made;

         (iii) the
      Guarantee Trustee shall not be liable with respect to any action taken or
      omitted to be taken by it in good faith in accordance with the written direction
      of the Holders of not less than a Majority in liquidation amount of the
      Capital Securities relating to the time, method and place of conducting
      any proceeding for any remedy available to the Guarantee Trustee, or exercising
      any trust or power conferred upon the Guarantee Trustee under this Guarantee;
      and

         (iv) no
      provision of this Guarantee shall require the Guarantee Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in
      the performance of any of its duties or in the exercise of any of its rights
      or powers, if the Guarantee Trustee shall have reasonable grounds for believing
      that the repayment of such funds is not reasonably assured to it under the
      terms of this Guarantee, or security and indemnity, reasonably satisfactory
      to the Guarantee Trustee, against such risk or liability is not reasonably
      assured to it.



  SECTION 2.2. Certain
    Rights of the Guarantee Trustee.

  
         (a)
      Subject to the provisions of Section 2.1:




       (i)
    The Guarantee Trustee may conclusively rely, and shall
    be fully protected in acting or refraining from acting upon, any resolution,
    certificate, statement, instrument, opinion, report, notice, request, direction,
    consent, order, bond, debenture, note, other evidence of indebtedness or other
    paper or document believed by it to be genuine and to have been signed, sent
    or presented by the proper party or parties.

       (ii) Any
    direction or act of the Guarantor contemplated by this Guarantee shall be
    sufficiently evidenced by an Officer's Certificate.



  - 5 -










       (iii)
    Whenever, in the administration of this Guarantee, the Guarantee Trustee shall
    deem it desirable that a matter be proved or established before taking, suffering
    or omitting any action hereunder, the Guarantee Trustee (unless other evidence
    is herein specifically prescribed) may, in the absence of bad faith on its
    part, request and conclusively rely upon an Officer's Certificate of the Guarantor
    which, upon receipt of such request, shall be promptly delivered by the Guarantor.

       (iv) The
    Guarantee Trustee shall have no duty to see to any recording, filing or registration
    of any instrument or other writing (or any rerecording, refiling or reregistration
    thereof).

       (v)
    The Guarantee Trustee may consult with counsel of its selection, and the advice
    or opinion of such counsel with respect to legal matters shall be full and
    complete authorization and protection in respect of any action taken, suffered
    or omitted by it hereunder in good faith and in accordance with such advice
    or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates
    and may include any of its employees. The Guarantee Trustee shall have the
    right at any time to seek instructions concerning the administration of this
    Guarantee from any court of competent jurisdiction.

       (vi)
    The Guarantee Trustee shall be under no obligation to exercise any of the
    rights or powers vested in it by this Guarantee at the request or direction
    of any Holder, unless such Holder shall have provided to the Guarantee Trustee
    such security and indemnity, reasonably satisfactory to the Guarantee Trustee,
    against the costs, expenses (including attorneys' fees and expenses and the
    expenses of the Guarantee Trustee's agents, nominees or custodians) and liabilities
    that might be incurred by it in complying with such request or direction,
    including such reasonable advances as may be requested by the Guarantee Trustee;
    provided, however,
    that nothing contained in this Section 2.2(a)(vi) shall be taken to relieve
    the Guarantee Trustee, upon the occurrence of an Event of Default, of its
    obligation to exercise the rights and powers vested in it by this Guarantee.

       (vii)
    The Guarantee Trustee shall not be bound to make any investigation into the
    facts or matters stated in any resolution, certificate, statement, instrument,
    opinion, report, notice, request, direction, consent, order, bond, debenture,
    note, other evidence of indebtedness or other paper or document, but the Guarantee
    Trustee, in its discretion, may make such further inquiry or investigation
    into such facts or matters as it may see fit.

       (viii)
    The Guarantee Trustee may execute any of the trusts or powers hereunder or
    perform any duties hereunder either directly or by or through agents, nominees,
    custodians or attorneys, and the Guarantee Trustee shall not be responsible
    for any misconduct or negligence on the part of any agent or attorney appointed
    with due care by it hereunder.



  - 6 -











       (ix)
    Any action taken by the Guarantee Trustee or its agents hereunder shall bind
    the Holders of the Capital Securities, and the signature of the Guarantee
    Trustee or its agents alone shall be sufficient and effective to perform any
    such action. No third party shall be required to inquire as to the authority
    of the Guarantee Trustee to so act or as to its compliance with any of the
    terms and provisions of this Guarantee, both of which shall be conclusively
    evidenced by the Guarantee Trustee's or its agent's taking such action.

       (x)
    Whenever in the administration of this Guarantee the Guarantee Trustee shall
    deem it desirable to receive instructions with respect to enforcing any remedy
    or right or taking any other action hereunder, the Guarantee Trustee (A) may
    request instructions from the Holders of a Majority in liquidation amount
    of the Capital Securities, (B) may refrain from enforcing such remedy or right
    or taking such other action until such instructions are received and (C) shall
    be protected in conclusively relying on or acting in accordance with such
    instructions.

       (xi)
    The Guarantee Trustee shall not be liable for any action taken, suffered,
    or omitted to be taken by it in good faith and reasonably believed by it to
    be authorized or within the discretion or rights or powers conferred upon
    it by this Guarantee.




       (b) No
    provision of this Guarantee shall be deemed to impose any duty or obligation
    on the Guarantee Trustee to perform any act or acts or exercise any right,
    power, duty or obligation conferred or imposed on it, in any jurisdiction
    in which it shall be illegal or in which the Guarantee Trustee shall be unqualified
    or incompetent in accordance with applicable law to perform any such act or
    acts or to exercise any such right, power, duty or obligation. No permissive
    power or authority available to the Guarantee Trustee shall be construed to
    be a duty.



 SECTION 2.3. Not
  Responsible for Recitals or Issuance of Guarantee.

          The
  recitals contained in this Guarantee shall be taken as the statements of the
  Guarantor, and the Guarantee Trustee does not assume any responsibility for
  their correctness. The Guarantee Trustee makes no representation as to the validity
  or sufficiency of this Guarantee.

 SECTION 2.4. Events
  of Default; Waiver.


       (a)
    An Event of Default under this Guarantee will occur upon the failure of the
    Guarantor to perform any of its payment or other obligations hereunder.

       (b)
    The Holders of a Majority in liquidation amount of the Capital Securities
    may, voting or consenting as a class, on behalf of the Holders of all of the
    Capital Securities, waive any past Event of Default and its consequences.
    Upon such waiver, any such Event of Default shall cease to exist, and shall
    be deemed to have been cured, for every purpose of this Guarantee, but no
    such waiver shall extend to any subsequent or other default or Event of Default
    or impair any right consequent thereon.



  - 7 -





  SECTION 2.5.
    Events of Default; Notice.


       (a) The
    Guarantee Trustee shall, within 90 days after the occurrence of an Event of
    Default, transmit by mail, first class postage prepaid, to the Holders of
    the Capital Securities, notices of all Events of Default actually known to
    a Responsible Officer of the Guarantee Trustee, unless such defaults have
    been cured before the giving of such notice,provided,however,that the Guarantee
    Trustee shall be protected in withholding such notice if and so long as a
    Responsible Officer of the Guarantee Trustee in good faith determines that
    the withholding of such notice is in the interests of the Holders of the Capital
    Securities.

       (b) The
    Guarantee Trustee shall not be charged with knowledge of any Event of Default
    unless the Guarantee Trustee shall have received written notice thereof from
    the Guarantor or a Holder of the Capital Securities, or a Responsible Officer
    of the Guarantee Trustee charged with the administration of this Guarantee
    shall have actual knowledge thereof.



  ARTICLE III

    THE GUARANTEE TRUSTEE

  SECTION 3.1.
    The Guarantee Trustee; Eligibility.


       (a) There
    shall at all times be a Guarantee Trustee which shall:




       (i) not
    be an Affiliate of the Guarantor; and

       (ii) be
    a corporation or national association organized and doing business under the
    laws of the United States of America or any state or territory thereof or
    of the District of Columbia, or Person authorized under such laws to exercise
    corporate trust powers, having a combined capital and surplus of at least
    50 million U.S. dollars ($50,000,000), and subject to supervision or examination
    by federal, state, territorial or District of Columbia authority. If such
    corporation or national association publishes reports of condition at least
    annually, pursuant to law or to the requirements of the supervising or examining
    authority referred to above, then, for the purposes of this Section 3.1(a)(ii),
    the combined capital and surplus of such corporation or national association
    shall be deemed to be its combined capital and surplus as set forth in its
    most recent report of condition so published.




       (b) If at
    any time the Guarantee Trustee shall cease to be eligible to so act under
    Section 3.1(a), the Guarantee Trustee shall immediately resign in the manner
    and with the effect set forth in Section 3.2(c).

       (c) If the
    Guarantee Trustee has or shall acquire any "conflicting interest' within the
    meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
    shall either eliminate such interest or resign to the extent and in the manner
    provided by, and subject to, this Guarantee.



  - 8 -











 SECTION 3.2. Appointment,
  Removal and Resignation of the Guarantee Trustee.


       (a)
    Subject to Section 3.2(b), the Guarantee Trustee may be appointed or removed
    without cause at any time by the Guarantor except during an Event of Default.

       (b)
    The Guarantee Trustee shall not be removed in accordance with Section 3.2(a)
    until a Successor Guarantee Trustee has been appointed and has accepted such
    appointment by written instrument executed by such Successor Guarantee Trustee
    and delivered to the Guarantor.

       (c) The
    Guarantee Trustee appointed to office shall hold office until a Successor
    Guarantee Trustee shall have been appointed or until its removal or resignation.
    The Guarantee Trustee may resign from office (without need for prior or subsequent
    accounting) by an instrument in writing executed by the Guarantee Trustee
    and delivered to the Guarantor, which resignation shall not take effect until
    a Successor Guarantee Trustee has been appointed and has accepted such appointment
    by an instrument in writing executed by such Successor Guarantee Trustee and
    delivered to the Guarantor and the resigning Guarantee Trustee.

       (d)
    If no Successor Guarantee Trustee shall have been appointed and accepted appointment
    as provided in this Section 3.2 within 60 days after delivery of an instrument
    of removal or resignation, the Guarantee Trustee resigning or being removed
    may petition any court of competent jurisdiction for appointment of a Successor
    Guarantee Trustee. Such court may thereupon, after prescribing such notice,
    if any, as it may deem proper, appoint a Successor Guarantee Trustee.

       (e)
    No Guarantee Trustee shall be liable for the acts or omissions to act of any
    Successor Guarantee Trustee.

       (f)
    Upon termination of this Guarantee or removal or resignation of the Guarantee
    Trustee pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee
    Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and
    7.3 accrued to the date of such termination, removal or resignation.



 ARTICLE IV 

  GUARANTEE

 SECTION 4.1. Guarantee.


       (a)
    The Guarantor irrevocably and unconditionally agrees to pay in full to the
    Holders the Guarantee Payments (without duplication of amounts theretofore
    paid by the Issuer), as and when due, regardless of any defense (except as
    defense of payment by the Issuer), right of set-off or counterclaim that the
    Issuer may have or assert. The Guarantor's obligation to make a Guarantee
    Payment may be satisfied by direct payment of the required amounts by the
    Guarantor to the Holders or by causing the Issuer to pay such amounts to the
    Holders.



  - 9 -











       (b) The
    Guarantor hereby also agrees to assume any and all Obligations of the Issuer
    and in the event any such Obligation is not so assumed, subject to the terms
    and conditions hereof, the Guarantor hereby irrevocably and unconditionally
    guarantees to each Beneficiary the full payment, when and as due, of any and
    all Obligations to such Beneficiaries. This Guarantee is intended to be for
    the Beneficiaries who have received notice hereof.



 SECTION 4.2. Waiver
  of Notice and Demand.

          The
  Guarantor hereby waives notice of acceptance of this Guarantee and of any liability
  to which it applies or may apply, presentment, demand for payment, any right
  to require a proceeding first against the Issuer or any other Person before
  proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor,
  notice of redemption and all other notices and demands.

 SECTION 4.3. Obligations
  Not Affected.

          The
  obligations, covenants, agreements and duties of the Guarantor under this Guarantee
  shall in no way be affected or impaired by reason of the happening from time
  to time of any of the following:


       (a) the
    release or waiver, by operation of law or otherwise, of the performance or
    observance by the Issuer of any express or implied agreement, covenant, term
    or condition relating to the Capital Securities to be performed or observed
    by the Issuer;

       (b) the
    extension of time for the payment by the Issuer of all or any portion of the
    Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution
    or any other sums payable under the terms of the Capital Securities or the
    extension of time for the performance of any other obligation under, arising
    out of, or in connection with, the Capital Securities (other than an extension
    of time for the payment of the Distributions, Redemption Price, Special Redemption
    Price, Liquidation Distribution or other sums payable that results from the
    extension of any interest payment period on the Debentures or any extension
    of the maturity date of the Debentures permitted by the Indenture);

       (c)
    any failure, omission, delay or lack of diligence on the part of the Holders
    to enforce, assert or exercise any right, privilege, power or remedy conferred
    on the Holders pursuant to the terms of the Capital Securities, or any action
    on the part of the Issuer granting indulgence or extension of any kind;

       (d)
    the voluntary or involuntary liquidation, dissolution, sale of any collateral,
    receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
    reorganization, arrangement, composition or readjustment of debt of, or other
    similar proceedings affecting, the Issuer or any of the assets of the Issuer;

        (e)
    any invalidity of, or defect or deficiency in, the Capital Securities;



  - 10 -











       (f) the
    settlement or compromise of any obligation guaranteed hereby or hereby incurred;
    or

       (g)
    any other circumstance whatsoever that might otherwise constitute a legal
    or equitable discharge or defense of a guarantor, it being the intent of this
    Section 4.3 that the obligations of the Guarantor hereunder shall be absolute
    and unconditional under any and all circumstances.



          There
  shall be no obligation of the Holders to give notice to, or obtain consent of,
  the Guarantor with respect to the happening of any of the foregoing.

 SECTION 4.4. Rights
  of Holders.


       (a)
    The Holders of a Majority in liquidation amount of the Capital Securities
    have the right to direct the time, method and place of conducting any proceeding
    for any remedy available to the Guarantee Trustee in respect of this Guarantee
    or to direct the exercise of any trust or power conferred upon the Guarantee
    Trustee under this Guarantee; provided,
    however, that (subject to Sections 2.1 and 2.2)
    the Guarantee Trustee shall have the right to decline to follow any such direction
    if the Guarantee Trustee shall determine that the actions so directed would
    be unjustly prejudicial to the Holders not taking part in such direction or
    if the Guarantee Trustee being advised by legal counsel determines that the
    action or proceeding so directed may not lawfully be taken or if the Guarantee
    Trustee in good faith by its board of directors or trustees, executive committee
    or a trust committee of directors or trustees and/or Responsible Officers
    shall determine that the action or proceeding so directed would involve the
    Guarantee Trustee in personal liability.

       (b) Any
    Holder of Capital Securities may institute a legal proceeding directly against
    the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee,
    without first instituting a legal proceeding against the Issuer, the Guarantee
    Trustee or any other Person. The Guarantor waives any right or remedy to require
    that any such action be brought first against the Issuer, the Guarantee Trustee
    or any other Person before so proceeding directly against the Guarantor.



 SECTION 4.5. Guarantee
  of Payment.

           This
  Guarantee creates a guarantee of payment and not of collection.

 SECTION 4.6. Subrogation.

          The
  Guarantor shall be subrogated to all (if any) rights of the Holders of Capital
  Securities against the Issuer in respect of any amounts paid to such Holders
  by the Guarantor under this Guarantee; provided,
  however, that the Guarantor shall not (except
  to the extent required by applicable provisions of law) be entitled to enforce
  or exercise any right that it may acquire by way of subrogation or any indemnity,
  reimbursement or other agreement, in all cases as a result of payment under
  this Guarantee, if, after giving effect to any such payment, any amounts are
  due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor

  - 11 -











in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

 SECTION 4.7. Independent Obligations.

          The
  Guarantor acknowledges that its obligations hereunder are independent of the
  obligations of the Issuer with respect to the Capital Securities and that the
  Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
  Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
  of any event referred to in subsections (a) through (g), inclusive, of Section
  4.3 hereof.

 SECTION 4.8. Enforcement.

          A
  Beneficiary may enforce the Obligations of the Guarantor contained in Section
  4.1 (b) directly against the Guarantor, and the Guarantor waives any right or
  remedy to require that any action be brought against the Issuer or any other
  person or entity before proceeding against the Guarantor.

          The
  Guarantor shall be subrogated to all rights (if any) of any Beneficiary against
  the Issuer in respect of any amounts paid to the Beneficiaries by the Guarantor
  under this Guarantee; provided,
  however, that the
  Guarantor shall not (except to the extent required by applicable provisions
  of law) be entitled to enforce or exercise any rights that it may acquire by
  way of subrogation or any indemnity, reimbursement or other agreement, in all
  cases as a result of payment under this Guarantee, if, after giving effect to
  such payment, any amounts are due and unpaid under this Guarantee.

 ARTICLE V
LIMITATION OF TRANSACTIONS; SUBORDINATION

 SECTION 5.1. Limitation
  of Transactions.

          So
  long as any Capital Securities remain outstanding, if (a) there shall have occurred
  and be continuing an Event of Default or (b) the Guarantor shall have selected
  an Extension Period as provided in the Declaration and such period, or any extension
  thereof, shall have commenced and be continuing, then the Guarantor may not
  (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire,
  or make a liquidation payment with respect to, any of the Guarantor's capital
  stock or (y) make any payment of principal of or interest or premium, if any,
  on or repay, repurchase or redeem any debt securities of the Guarantor that
  rankpari passu in
  all respects with or junior in interest to the Debentures (other than (i) payments
  under this Guarantee, (ii) repurchases, redemptions or other acquisitions of
  shares of capital stock of the Guarantor (A) in connection with any employment
  contract, benefit plan or other similar arrangement with or for the benefit
  of one or more employees, officers, directors, or consultants, (B) in connection
  with a dividend reinvestment or stockholder stock purchase plan or (C) in connection
  with the issuance of capital stock of the Guarantor (or securities convertible
  into or exercisable for such capital stock), as consideration in an acquisition
  transaction entered into prior to the occurrence of the Event of Default or
  the applicable Extension Period, (iii) as a result of any exchange, reclassification,
  combination or conversion of any class or series of the Guarantor's capital
  stock (or any capital stock of a

  - 12 -











subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or rankspari passu with or junior to such stock).

 SECTION 5.2. Ranking.

          This
  Guarantee will constitute an unsecured obligation of the Guarantor and will
  rank subordinate and junior in right of payment to all present and future Senior
  Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance
  thereof, each Holder of Capital Securities agrees to the foregoing provisions
  of this Guarantee and the other terms set forth herein.

          The
  right of the Guarantor to participate in any distribution of assets of any of
  its subsidiaries upon any such subsidiary's liquidation or reorganization or
  otherwise is subject to the prior claims of creditors of that subsidiary, except
  to the extent the Guarantor may itself be recognized as a creditor of that subsidiary.
  Accordingly, the Guarantor's obligations under this Guarantee will be effectively
  subordinated to all existing and future liabilities of the Guarantor's subsidiaries,
  and claimants should look only to the assets of the Guarantor for payments thereunder.
  This Guarantee does not limit the incurrence or issuance of other secured or
  unsecured debt of the Guarantor, including Senior Indebtedness of the Guarantor,
  under any indenture or agreement that the Guarantor may enter into in the future
  or otherwise.

ARTICLE VI

  TERMINATION

 SECTION 6.1. Termination.

          This
  Guarantee shall terminate as to the Capital Securities (i) upon full payment
  of the Redemption Price or the Special Redemption Price, as the case may be,
  of all Capital Securities then outstanding, (ii) upon the distribution of all
  of the Debentures to the Holders of all of the Capital Securities or (iii) upon
  full payment of the amounts payable in accordance with the Declaration upon
  dissolution of the Issuer. This Guarantee will continue to be effective or will
  be reinstated, as the case may be, if at any time any Holder of Capital Securities
  must restore payment of any sums paid under the Capital Securities or under
  this Guarantee.

 

 

- 13 -






 
ARTICLE VII 

  INDEMNIFICATION

 SECTION 7.1. Exculpation.


       (a)
    No Indemnified Person shall be liable, responsible or accountable in damages
    or otherwise to the Guarantor or any Covered Person for any loss, damage or
    claim incurred by reason of any act or omission of such Indemnified Person
    in good faith in accordance with this Guarantee and in a manner that such
    Indemnified Person reasonably believed to be within the scope of the authority
    conferred on such Indemnified Person by this Guarantee or by law, except that
    an Indemnified Person shall be liable for any such loss, damage or claim incurred
    by reason of such Indemnified Person's negligence or willful misconduct with
    respect to such acts or omissions.

       (b)
    An Indemnified Person shall be fully protected in relying in good faith upon
    the records of the Issuer or the Guarantor and upon such information, opinions,
    reports or statements presented to the Issuer or the Guarantor by any Person
    as to matters the Indemnified Person reasonably believes are within such other
    Person's professional or expert competence and who, if selected by such Indemnified
    Person, has been selected with reasonable care by such Indemnified Person,
    including information, opinions, reports or statements as to the value and
    amount of the assets, liabilities, profits, losses, or any other facts pertinent
    to the existence and amount of assets from which Distributions to Holders
    of Capital Securities might properly be paid.



 SECTION 7.2. Indemnification.


       (a)
    The Guarantor agrees to indemnify each Indemnified Person for, and to hold
    each Indemnified Person harmless against, any and all loss, liability, damage,
    claim or expense incurred without negligence or willful misconduct on the
    part of the Indemnified Person, arising out of or in connection with the acceptance
    or administration of the trust or trusts hereunder, including but not limited
    to the costs and expenses (including reasonable legal fees and expenses) of
    the Indemnified Person defending itself against, or investigating, any claim
    or liability in connection with the exercise or performance of any of the
    Indemnified Person's powers or duties hereunder. The obligation to indemnify
    as set forth in this Section 7.2 shall survive the resignation or removal
    of the Guarantee Trustee and the termination of this Guarantee.

       (b)
    Promptly after receipt by an Indemnified Person under this Section 7.2 of
    notice of the commencement of any action, such Indemnified Person will, if
    a claim in respect thereof is to be made against the Guarantor under this
    Section 7.2, notify the Guarantor in writing of the commencement thereof;
    but the failure so to notify the Guarantor (i) will not relieve the Guarantor
    from liability under paragraph (a) above unless and to the extent that the
    Guarantor did not otherwise learn of such action and such failure results
    in the forfeiture by the Guarantor of substantial rights and defenses and
    (ii) will not, in any event, relieve the Guarantor from any obligations to
    any Indemnified Person other than the indemnification obligation provided
    in paragraph (a) above. The Guarantor shall be entitled to appoint counsel
    of the Guarantor's choice at the Guarantor's



  - 14 -











   expense to represent the Indemnified Person in any action
    for which indemnification is sought (in which case the Guarantor shall not
    thereafter be responsible for the fees and expenses of any separate counsel
    retained by the Indemnified Person or Persons except as set forth below);
    provided, however, that such counsel shall be satisfactory to
    the Indemnified Person. Notwithstanding the Guarantor's election to appoint
    counsel to represent the Indemnified Person in any action, the Indemnified
    Person shall have the right to employ separate counsel (including local counsel),
    and the Guarantor shall bear the reasonable fees, costs and expenses of such
    separate counsel (and local counsel), if (i) the use of counsel chosen by
    the Guarantor to represent the Indemnified Person would present such counsel
    with a conflict of interest, (ii) the actual or potential defendants in, or
    targets of, any such action include both the Indemnified Person and the Guarantor
    and the Indemnified Person shall have reasonably concluded that there may
    be legal defenses available to it and/or other Indemnified Persons which are
    different from or additional to those available to the Guarantor, (iii) the
    Guarantor shall not have employed counsel satisfactory to the Indemnified
    Person to represent the Indemnified Person within a reasonable time after
    notice of the institution of such action or (iv) the Guarantor shall authorize
    the Indemnified Person to employ separate counsel at the expense of the Guarantor.
    The Guarantor will not, without the prior written consent of the Indemnified
    Persons, settle or compromise or consent to the entry of any judgment with
    respect to any pending or threatened claim, action, suit or proceeding in
    respect of which indemnification or contribution may be sought hereunder (whether
    or not the Indemnified Persons are actual or potential parties to such claim
    or action) unless such settlement, compromise or consent includes an unconditional
    release of each Indemnified Person from all liability arising out of such
    claim, action, suit or proceeding.



 SECTION 7.3. Compensation;
  Reimbursement of Expenses.

          Other
  than as provided in the Fee Agreement of even date herewith between Cohen Bros.
  & Company, the Guarantee Trustee and Delaware Trustee (as defined in the
  Declaration), the Guarantor agrees:


       (a)
    to pay to the Guarantee Trustee from time to time such compensation for all
    services rendered by it hereunder as the parties shall agree to from time
    to time (which compensation shall not be limited by any provision of law in
    regard to the compensation of a trustee of an express trust); and

       (b)
    except as otherwise expressly provided herein, to reimburse the Guarantee
    Trustee upon request for all reasonable expenses, disbursements and advances
    incurred or made by it in accordance with any provision of this Guarantee
    (including the reasonable compensation and the expenses and disbursements
    of its agents and counsel), except any such expense, disbursement or advance
    as may be attributable to its negligence or willful misconduct.



          The
  provisions of this Section 7.3 shall survive the resignation or removal of the
  Guarantee Trustee and the termination of this Guarantee.

  - 15 -






 
ARTICLE VIII

  MISCELLANEOUS

 SECTION 8.1. Successors
  and Assigns.

          All
  guarantees and agreements contained in this Guarantee shall bind the successors,
  assigns, receivers, trustees and representatives of the Guarantor and shall
  inure to the benefit of the Holders of the Capital Securities then outstanding.
  Except in connection with any merger or consolidation of the Guarantor with
  or into another entity or any sale, transfer or lease of the Guarantor's assets
  to another entity, in each case to the extent permitted under the Indenture,
  the Guarantor may not assign its rights or delegate its obligations under this
  Guarantee without the prior approval of the Holders of not less than a Majority
  in liquidation amount of the Capital Securities.

 SECTION 8.2. Amendments.

          Except
  with respect to any changes that do not adversely affect the rights of Holders
  of the Capital Securities in any material respect (in which case no consent
  of Holders will be required), this Guarantee may be amended only with the prior
  approval of the Holders of not less than a Majority in liquidation amount of
  the Capital Securities. The provisions of the Declaration with respect to amendments
  thereof shall apply equally with respect to amendments of the Guarantee.

 SECTION 8.3. Notices.

          All
  notices provided for in this Guarantee shall be in writing, duly signed by the
  party giving such notice, and shall be delivered, telecopied or mailed by first
  class mail, as follows:


       (a)
    If given to the Guarantee Trustee, at the Guarantee Trustee's mailing address
    set forth below (or such other address as the Guarantee Trustee may give notice
    of to the Holders of the Capital Securities):





 JPMorgan Chase Bank 

  600 Travis Street, 50th
  Floor 

  Houston, TX 77002 

  Gold Banc Trust III
Attention: Institutional Trust Services

  Telecopy: (713) 216-2101 

  Telephone: (713) 216-4181




       (b)
    If given to the Guarantor, at the Guarantor's mailing address set forth below
    (or such other address as the Guarantor may give notice of to the Holders
    of the Capital Securities and to the Guarantee Trustee):



  - 16 -






 


 Gold Banc Corporation, Inc. 

  11301 Nall Avenue 

  Leawood, KS 66211 

  Attention: Rick Tremblay 

  Telecopy: (913) 451-8004 

  Telephone: (913) 451-8050




       (c)
    If given to any Holder of the Capital Securities, at the address set forth
    on the books and records of the Issuer.



          All
  such notices shall be deemed to have been given when received in person, telecopied
  with receipt confirmed, or mailed by first class mail, postage prepaid, except
  that if a notice or other document is refused delivery or cannot be delivered
  because of a changed address of which no notice was given, such notice or other
  document shall be deemed to have been delivered on the date of such refusal
  or inability to deliver.

 SECTION 8.4. Benefit.

          This
  Guarantee is solely for the benefit of the Holders of the Capital Securities
  and, subject to Section 2.1(a), is not separately transferable from the Capital
  Securities.

 SECTION 8.5. Governing
  Law.

          THIS
  GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
  THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

 SECTION 8.6. Counterparts.

          This
  Guarantee may contain more than one counterpart of the signature page and this
  Guarantee may be executed by the affixing of the signature of the Guarantor
  and the Guarantee Trustee to any of such counterpart signature pages. All of
  such counterpart signature pages shall be read as though one, and they shall
  have the same force and effect as though all of the signers had signed a single
  signature page.

 

 

 

 

- 17 -











THIS GUARANTEE is executed as of the day and year first above written.

	 	GOLD BANC CORPORATION, INC.,
	 	as Guarantor
	 	 	 
	 	By:	 
	 	 	

	 	Name:	 
	 	 	

	 	Title:	 
	 	 	

	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, as Guarantee
	 	Trustee
	 	 	 
	 	By:	 
	 	 	

	 	Name:	 
	 	 	

	 	Title:	 
	 	 	



 

 

 

 

- 18 -