Credit Support Annex







Exhibit 10.11

	(Bilateral Form)	(ISDA Agreements
      Subject to New York Law Only)


ISDA® 


International Swaps and Derivatives Association, Inc.


CREDIT SUPPORT ANNEX 


to the Schedule to the

 ISDA MASTER AGREEMENT

dated as of November 16, 2004 between


WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A")


and


GOLD BANK ("Party B") 

 This Annex supplements, forms part of,
  and is subject to, the ISDA Master Agreement referred to above (this "Agreement"),
  is part of its Schedule and is a Credit Support Document under this Agreement
  with respect to each party.

 Accordingly, the parties agree as follows:
  –

 Paragraphs 1 - 12. Incorporation 

 Paragraphs 1 through 12 inclusive of the
  ISDA Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York
  Law Only) published in 1994 by the International Swaps and Derivatives Association,
  Inc. are incorporated herein by reference and made a part hereof.

 Paragraph 13. Elections and Variables
  

	(a)	Security
        Interest for "Obligations." The term
        "Obligations" as
        used in this Annex includes no additional obligations with respect to
        Party A and Party B.

	 	

	(b)	Credit
        Support Obligations.

	 	
	

	 	(i)
	Delivery Amount,
        Return Amount and Credit Support Amount.

	 	
	

	 	(A)
	"Delivery Amount"
        has the meaning specified in Paragraph
        3(a).




 








	 	 	 
	 	(B)	"Return Amount" has
      the meaning specified in Paragraph 3(b).
	 	 	 
	 	(C)	"Credit Support Amount" has
      the meaning specified in Paragraph 3.
	 	 	 
	 	(ii)	Eligible Collateral.
        The following items will qualify as
        "Eligible Collateral" for
        the party specified, provided that the Secured Party shall be entitled
        at any time, and from time to time, not to accept as Eligible Collateral
        any of the following which constitute Ineligible Securities as defined
        below:



	 	 	 	 	 	 
	 	 	 	Party A	Party B	Valuation

      Percentage
	 	 	 	 	 	 
	 	(A)	Cash: U.S.
        Dollars in depositary account form.

      
	YES 	YES 	100%
	 	 	
	 	 	 
	 	(B)	Treasury Bills:
        negotiable obligations issued by
        the U.S. Treasury Department having a remaining maturity of not more than
        one year.

      
	YES 	YES 	 98%
	 	 	
	 	 	 
	 	(C)	Treasury Notes:
        negotiable debt obligations issued by the
        U.S. Treasury Department having a remaining maturity of more than one
        year but not more than 10 years.

      
	YES 	YES	  98%
	 	 	 	 	 	 
	 	(D)	Treasury Bonds:
        negotiable debt obligations issued by the
        U.S. Treasury Department having a remaining maturity of more than 10 years
        but not more than 30 years.

      
	YES 	YES 	 92%
	 	 	 	 	 	 
	 	(E)	Agency Securities:
        negotiable debt obligations of the Federal
        National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation
        (FHLMC), Federal Home Loan Banks (FHLB), Federal Farm Credit Banks (FFCB),
        Student Loan Marketing Association (SLMA), Tennessee Valley Authority
        (TVA) having a remaining maturity of not more than 30 years.

      
	YES 	YES	  92%
	 	 	
	 	 	 
	 	(F)	FHLMC Certificates.
        Mortgage participation certificates issued
        by FHLMC evidencing undivided interests or participations in pools of
        first lien conventional or FHA/VA residential mortgages or deeds of trust,
        guaranteed by FHLMC, and having a remaining maturity of not more than
        30 years.
	YES 	YES 	 92%



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	 	(G)	FNMA Certificates.
        Mortgage-backed pass-through certificates
        issued by FNMA evidencing undivided interests in pools of first lien mortgages
        or deeds of trust on residential properties, guaranteed by FNMA, and having
        a remaining maturity of not more than 30 years.

      
	YES 	YES 	92%
	 	 	 	 	 	 
	 	(H)	GNMA Certificates.
        Mortgage-backed pass-through certificates
        issued by private entities, evidencing undivided interests in pools of
        first lien mortgages or deeds of trust on single family residences, guaranteed
        by the Government National Mortgage Association (GNMA) with the full faith
        and credit of the United States, and having a remaining maturity of not
        more than 30 years.

      
	YES 	YES 	92%
	 	 	 	 	 	 
	 	(iii) 	Other Eligible Support. Not
      applicable.	 	 	 
	 	 	 	 	 	 
	 	(iv)	Thresholds.	 	 	 
	 	 	 	 	 	 
	 	(A)	"Independent Amount" means
      for Party A: zero
 	 	 	 
	 	 	 	 	 	 
	 	 	"Independent Amount" means
      for Party B:	 	 	 
	 	 	 	 	 	 
	 	 	zero,
        unless an Independent Amount becomes applicable to Party B under any Transaction,
        in which case the Independent Amount for Party B under this Annex shall
        be the aggregate sum of each Independent Amount for each such Transaction
        with respect to which Party B has any remaining obligations to Party A
        (including any obligations under Section 6(e) of this Agreement if that
        Transaction becomes a Terminated Transaction), as such Independent Amount
        is set forth in the Confirmation for that Transaction (as amended from
        time to time), or as otherwise agreed between the parties on the Trade
        Date of that Transaction if a Confirmation for that Transaction has not
        yet been executed and delivered. If the Confirmation for a Transaction
        does not specify an Independent Amount, the Independent Amount for that
        Transaction will be deemed to be zero unless otherwise agreed between
        the parties.

	 	 	 	 	 	 
	 	(B)	"Threshold"
        means, for Party A on any date of determination,
        (a) the amount set forth opposite the Credit Rating of Party A on that
        date, or (b) zero if on that date Party A does not have a Credit Rating
        or an Event of Default exists with respect to Party A:

	 	 	 	 	 	 
	 	 	 	 	 	 


 


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	 		Threshold	Credit Rating (S&P)	Credit Rating
	 	 	 	 	 	(Moody's)
	 	 	 	 	 	 
	 	 	$	30,000,000	AAA	Aaa
	 	 	$	20,000,000	AA-, AA and AA+	Aa3, Aa2 and Aa1
	 	 	$	10,000,000	A-, A and A+	A3, A2 and A1
	 	 	$	  5,000,000	BBB and BBB+	Baa2 and Baa1
	 	 	$	        0	BBB- and below	Baa3 and below


	 	 	 
	 	 	"Threshold" means
      for Party B: zero
	 	 	 
	 	(C)

        	"Minimum Transfer
        Amount" means, 'for Party A on any date
        of determination, (a) the
        amount set forth opposite the Credit Rating of Party A on that date, or
        (b) zero if on that date Party A does not have a Credit Rating or an Event
        of Default exists with respect to Party A:



	 	 	 	 	 
	 	 	Minimum Transfer	Credit Rating (S&P)	Credit Rating
	 	 	Amount	 	(Moody's)
	 	 	 	 	 	 
	 	 	$	5,000,000	AAA	Aaa
	 	 	$	3,000,000	AA-, AA and AA+	Aa3, Aa2 and Aa1
	 	 	$	1,000,000	A-, A and A+	A3, A2 and A1
	 	 	$ 	   500,000	BBB and BBB+	Baa2 and Baa1
	 	 	$	      0	BBB- and below	Baa3 and below


	 
	 	 	"Minimum Transfer
        Amount" means with respect to Party
        B: $100,000

	 	 	

	 	 	Provided that
        if an Event of Default exists with respect to Party B, the Minimum Transfer
        Amount for Party B shall be zero.

	 	 	 
	 	(D)
   	Rounding: The
        Delivery Amount and the Return Amount will be rounded down to the nearest
        integral multiple of $10,000.

	 	 
	(c)	Valuation and Timing.]
	 	 	

	 	(i)	"Valuation
        Agent" means: for purposes of Paragraphs
        3 and 5, the party making the demand under Paragraph 3; for purposes of
        paragraph 4(d)(ii), the Secured Party receiving the Substitute Credit
        Support; and, for purposes of Paragraph 6(d), the Secured Party receiving
        or deemed to receive the Distributions or the Interest Amount, as applicable;
        provided that if an Event of Default or Potential Event of Default has
        occurred and is continuing with resect to a party, the other party shall
        be the Valuation Agent.

	 	 	

	 	(ii)	"Valuation
        Date" means any Local Business Day on
        which a demand is made before 5:00 p.m., New York time, pursuant to Paragraph
        3.




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	 	(iii) 
	"Valuation
        Time" means the close of business in
        New York City on the Local Business Day before the Valuation Date or date
        of calculation, as applicable; provided that the calculations of Value
        and Exposure will be made as of approximately the same time on the same
        date.

	 	
	

	 	(iv)
	"Notification
        Time" means 11:00 a.m., New York time,
        on a Local Business Day.

	 	

	(d)	Conditions
        Precedent and Secured Party's Rights and Remedies. The
        following Termination Event(s) will be a "Specified
        Condition" for the party specified (that
        party being the Affected Party if the Termination Event occurs with respect
        to that party):



	 	 	 	 
	 	       	Party A	Party B
		 	 	 
	 	Illegality 	YES	YES


	 
	 	 	provided
        that if the Affected Party would be entitled
        to receive Eligible Credit Support or Posted Credit Support but for that,
        Specified Condition, then notwithstanding Sections 6(b)(ii) and (iii)
        of this Agreement, the Affected Party may designate an Early Termination
        Date in respect of all Affected Transactions pursuant to Section 6(b)(iv)
        as, the result of any such Termination Event(s) regardless of whether
        the condition set forth in Section 6(b)(iv)(1) has been satisfied.

	 	 	 
	 	(e)	Substitution
	 	 	 	 
	 	 	(i)	"Substitution Date" has
      the meaning specified in Paragraph 4(d)(ii).
	 	 	 	 
	 	 	(ii)	Consent. The
      Pledgor is not required to obtain the Secured Party's consent for any substitution
      pursuant to Paragraph 4(d) unless the Pledgor is organized under the laws
      of England or Wales, in which case such consent shall not be unreasonably
      withheld.
	 	 	 
	 	(f)	Dispute Resolution.
	 	 	 	 
	 	 	(i)	"Resolution Time" means
      1:00 p.m., New York time, on the Local Business Day following the date on
      which the notice is given that gives rise to a dispute under Paragraph 5.
	 	 	 	 
	 	 	(ii)	Value. For
        the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit
        Support other than Cash will be calculated based upon the mid-point between
        the bid and offered purchase rates or prices for that Posted Credit Support
        as reported on the Bloomberg electronic service as of the Resolution Time,
        or if unavailable, as quoted to the Valuation Agent as of the Resolution
        Time by a dealer in that Posted Credit Support of recognized standing
        selected in good faith by the Valuation Agent, which calculation shall
        include any unpaid interest on that Posted Credit Support.

	 	 	 	 
	 	 	(iii)	Alternative. The
      provisions of Paragraph 5 will apply. Holding and Using Posted Collateral.



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	(g)	Holding
        and Using Posted Collateral.

	 	 	 
	 	
(i)
	Eligibility
        to Hold Posted Collateral; Custodians.

	 	 	 
	 	(A)
	Party
        A will be entitled to hold Posted Collateral itself or through a Custodian
        pursuant to Paragraph 6(b), provided that
        the following conditions applicable to it are satisfied:

      

	 	 	 
	 	
(1)
	Party A is not a
        Defaulting Party.

	 	 	 
	 	(2)
	Posted Collateral
        may be held only in the following jurisdictions: New York and North Carolina.

	 	 	 
	 	(3)
	The party or entity
        holding the Collateral maintains a Credit Rating of at least BBB+ from
        S&P and Baa1 from Moody's.

      

	 	 	 
	 	(4)
	The Custodian is
        a bank or trust company having total assets in excess of $10 billion.

	 	 	 
	 	(B)
	Party
        B will be entitled to hold Posted Collateral itself or through its Custodian
        pursuant to Paragraph 6(b), provided that
        the following conditions applicable to it are satisfied:

      

	 	 	 
	 	(1)
	Party B is not a
        Defaulting Party.

	 	 	 
	 	(2)
	Posted Collateral
        may be held only in the following jurisdictions: New York and Kansas.

	 	 	 
	 	(3)
	The party or entity
        holding the Collateral maintains a Credit Rating of at least BBB+ from
        S&P and Baal from Moody's.

      

	 	 	 
	 	(4)
	The Custodian is
        a bank or trust company having total assets in excess of $10 billion.

	 	 	 
	 	(ii)
	Use
        of Posted Collateral. The provisions
        of Paragraph 6(c) will apply to both parties, and in addition to the other
        conditions set forth in Paragraph 6(c), the Secured Party's rights under
        Paragraph 6(c) are subject to the condition precedent that each of the
        conditions set forth in Paragraph 13(g)(i) is satisfied with respect to
        it.

      

	 	 
	(h)	Interest
        Amount.

	 	 	 
	 	(i)
	Interest
        Rate. The "Interest Rate" for any day
        will be the Federal Funds (Effective) rate published in N.Y. Federal Reserve
        Statistical Release H.15(519) for that day (or if that day is not a New
        York Business Day, then for the next preceding New York Business Day).

      




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	For the purpose of
        computing the Interest Amount, the amount of interest computed for each
        day of the Interest Period shall not be subject to compounding.

	 	 	 
	 	(ii)
	Transfer of
        Interest Amount. The Transfer of the
        Interest Amount will be made on the first Local Business Day of each calendar
        month and on any Local Business Day that Posted Collateral in the form
        of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).

	 	 
	 	(iii) 	Alternative
        to Interest Amount. The provisions of
        Paragraph 6(d)(ii) will apply.

        Additional Representation(s). Not applicable. Other
        Eligible Support and Other Posted Support. Not applicable.

	 	 
	(i)	Additional
        Representation(s). Not applicable.

	 	 
	(j)	Other
        Eligible Support and Other Posted Support. Not
        applicable.

	 	 
	(k)	Demands
        and Notices. All demands, specifications
        and notices under this Annex will be made to a party as follows unless
        otherwise specified from time to time by that party for purposes of this
        Annex in a written notice given to the other party:

        

        To Party A:

        

        WACHOVIA BANK, NATIONAL ASSOCIATION

        201 South College Street 

        6th Floor
        

        Charlotte, NC 28288-0601

        Attention: Collateral Management Group

        

        Phone: 704-383-9529 

        Fax: 704-383-3394

        

        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

	 	 
	(l)	Addresses
        for Transfers.

	 	 	 
	 	(i)
	For each Transfer
        hereunder to Party A, instructions will be provided by Party A for that
        specific Transfer.




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	 	(ii)	For each Transfer
        hereunder to Party B, instructions will be provided by Party B for that
        specific Transfer.

	 	 
	(m) 	Other Provisions.
	 	 	

	 	(i)	Additional
        Definitions. As used in this Annex,
        the following terms have the following meanings:

      

	 	 	

	 	 	"Credit Rating"
        means, for a party or entity on any
        date of determination, (a) the Long-Term Counterparty Rating then assigned
        to it by Standard & Poor's Ratings Services, a division of the McGraw-Hill
        Companies, Inc. ("S&P") or the Counterparty Rating then assigned to
        it by Moody's Investors Service ("Moody's'), or (b) if a party does not
        have either a Long-Term Counterparty Rating assigned to it by S&P
        or a Counterparty Rating assigned to it by Moody's, then its Credit Rating
        will be the respective rating then assigned to its unsecured and unsubordinated
        long-term debt or deposit obligations by either S&P or Moody's. If
        such ratings are assigned by both S&P and Moody's, then its Credit
        Rating will be the lower of such ratings.

	 	 	 
	 	 	"Ineligible
        Securities" means any obligations, securities,
        certificates or instruments that (i) are denominated in a currency other
        than U.S. Dollars, (ii) are issued other than in Federal Reserve book
        entry form, or (iii) constitute or include structured notes or other structured
        debt instruments, real estate mortgage investment conduits, collateralized
        mortgage obligations, guaranteed mortgage certificates, interest-only
        securities, principal-only securities or any securities representing interests
        in, or are composed in whole or in part of, residual or high risk mortgage
        derivatives or other derivatives.

	 	 	

	 	(ii)	Exposure. All
        calculations of "Exposure" under this Annex shall include all Transactions,
        including all Specified Transactions that have been or will be entered
        into between the parties (whether or not evidenced by a Confirmation).

	 	 	

	 	(iii)	Grace Period.
        Clause (i) of Paragraph 7 is hereby
        amended by deleting the words "two Local Business Days" and substituting
        therefor "one Local Business Day."



 

 

 

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IN WITNESS WHEREOF the parties have executed this Credit Support Annex 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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