Unassociated Document


 


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

	



	
Exhibit 10.19




CONFIRMATION 




	
Date: 
	
August 13, 2003 

	
 
	
 

	
To: 
	
Gold Bank Corporation, Inc. ("Counterparty") 

	
 
	
 

	
Attention: 
	
Rick Tremblay, Chief Financial Officer 

	
Phone No.: 
	
913-323-7703 

	
Facsimile No: 
	
913-451-8004 

	
 
	
 

	
From: 
	
Citibank, N.A. New York ("Citibank") 

	
 
	
 

	
Telefax No.: 
	
212-615-8985 









Transaction Reference Number: 35686 




The purpose of this communication is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the "Transaction") between Citibank, N.A., New York ("Citibank") and Gold Bank Corporation, Inc. ("Counterparty"). This communication constitutes a "Confirmation" as referred to in the Agreement specified below. 




The definitions and provisions contained in the 2000 ISDA Definitions (the `Definitions`) (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. References herein to a `Transaction` shall be deemed to be references to a `Swap Transaction` for the purposes of the Definitions. 




This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of August 14, 2002, as amended and supplemented from time to time (the `Master Agreement`), between Counterparty and Citibank. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern. 




Each party will make each payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in the manner customary for payments in the required currency (as specified in section 4). 

 

1.     The terms of the particular Transaction to which this Confirmation relates are as follows: 




Transaction I 







	
Trade Date: 
	
August 13, 2003 

	
 
	
 

	
Effective Date: 
	
August 15, 2003 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 1 of 9

	 	 
	



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

	










	
Termination Date: 
	
July 30, 2010, subject to adjustment in accordance with the Modified Following Business Day Convention. 






Fixed Amounts: 







	
Fixed Rate Payer: 
		
Citibank 

	
 
		
 

	
Fixed Rate Payer Notional Amount: 
		
USD 25,000,000.00 

	
 
		
 

	
Fixed Rate Payer Payment Dates: 
		
Monthly, on the 1st day of each month in each year, commencing September 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention 

	
 
		
 

	
Fixed Rate: 
		
5.97 percent 

	
 
		
 

	
Fixed Rate Day Count Fraction: 
		
Actual/360 

	
 
		
 

	
Fixed Rate Payer Business Days: 
		
New York 

	
 
		
 

	
Fixed Rate Payer Business Day Convention: 
		
Modified Following 






Floating Amounts: 







	
Floating Rate Payer: 
		
Counterparty 

	
 
		
 

	
Floating Rate Payer Notional Amount 
		
USD 25,000,000.00 

	
 
		
 

	
Floating Rate Payer Payment Dates: 
		
Monthly, on the 1st day of each month in each year, commencing September 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention 

	
 
		
 

	
Floating Rate for initial Calculation Period: 
		
To be determined two London Banking Days prior to the Effective Date. 

	
 
		
 

	
Floating Rate Option: 
		
USD-LIBOR-BBA 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 2 of 9

	 	 
	



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

	










	
Designated Maturity for the Calculation Periods from and including the Effective Date up to but excluding July 1, 2010: 
		
1 Month 

	
 
		
 

	
Designated Maturity for the Calculation Periods from and including July 1, 2010 to and including the Termination Date: 
		
Linear Interpolation 

	
 
		
 

	
Floating Rate Payer Spread: 
		
Plus 2.44 percent 

	
 
		
 

	
Floating Rate Payer Day Count Fraction: 
		
Actual/360 

	
 
		
 

	
Floating Rate Payer Reset Dates: 
		
The first day of each Floating Rate Payer Calculation Period 

	
 
		
 

	
Compounding: 
		
Inapplicable 

	
 
		
 

	
Business Days: 
		
New York 

	
 
		
 

	
Calculation Agent: 
		
Citibank, N.A. New York, or as stated per the Master Agreement 






2.     The Transaction to which this Confirmation relates is a Swaption, the terms of which are as follows: 







	
Transaction II 
	
 

	
 
		
 

	
Trade Date: 
		
August 13, 2003 

	
 
		
 

	
Option Style: 
		
Bermudan 

	
 
		
 

	
Seller : 
		
Citibank 

	
 
		
 

	
Buyer : 
		
Counterparty 

	
 
		
 

	
Exercise Business Days: 
		
New York 

	
 
		
 

	
Procedure for Exercise 
		
 

	
 
		
 

	
Bermudan Option Exercise 
		
 

	
Dates: 
		
The day that is two (2) Exercise Business Days preceding each 30 th day of October, January, April and July from and including the Commencement Date up to but excluding the Expiration Date. 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 3of 9

	 	 
	



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

	










	
Commencement Date: 
		
October 30, 2003, subject to adjustment in accordance with the Modified Following Business Day Convention. 

	
 
		
 

	
Exercise Dates: 
		
The Optional Early Termination Date. 

	
 
		
 

	
Expiration Date: 
		
July 30, 2010, subject to adjustment in accordance with the Modified Following Business Day Convention. 

	
 
		
 

	
Expiration Time: 
		
12:00 noon New York time 

	
 
		
 

	
Partial Exercise: 
		
Inapplicable 

	
 
		
 

	
Automatic Exercise: 
		
Inapplicable 

	
 
		
 

	
Settlement Terms 
		
 

	
 
		
 

	
Settlement: 
		
Physical 

	
 
		
 

	
 
		
 

	
The particular terms of the Underlying Swap Transaction to which the Swaption relates are as follows: 

	
 
		
 

	
Notional Amount: 
		
USD 25,000,000.00 

	
 
		
 

	
Trade Date: 
		
August 13, 2003 

	
 
		
 

	
Effective Date: 
		
October 30, 2003 

	
 
		
 

	
Termination Date: 
		
July 30, 2010, subject to adjustment in accordance with the Modified Following Business Day Convention. 






Fixed Amounts: 







	
Fixed Rate Payer: 
		
Counterparty 

	
 
		
 

	
Fixed Rate Payer Payment Dates: 
		
Monthly, on the 1 st day of each month in each year, commencing December 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention 

	
 
		
 

	
Fixed Rate: 
		
5.97 percent 

	
 
		
 

	
Fixed Rate Day Count Fraction: 
		
Actual/360 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 4 of 9

	 	 
	



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

	







Floating Amounts: 







	
Floating Rate Payer: 
		
Citibank 

	
 
		
 

	
Floating Rate Payer Payment Dates: 
		
Monthly, on the 1 st day of each month in each year, commencing December 1, 2003 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention 

	
 
		
 

	
Floating Rate for initial Calculation Period: 
		
To be determined two London Banking Days prior to the Effective Date. 

	
 
		
 

	
Floating Rate Option: 
		
USD-LIBOR-BBA 

	
 
		
 

	
Designated Maturity for the Calculation Periods from and including the Effective Date up to but excluding December 1, 2003: 
		
Linear Interpolation 

	
 
		
 

	
Designated Maturity for the Calculation Periods from and including December 1, 2003 up to but excluding July 1, 2010: 
		
1 Month 

	
 
		
 

	
Designated Maturity for the Calculation Periods from and including July 1, 2010 to and including the Termination Date: 
		
Linear Interpolation 

	
 
		
 

	
Floating Rate Payer Day Count Fraction: 
		
Actual/360 

	
 
		
 

	
Reset Dates: 
		
The first day of each Floating Rate Payer Calculation Period 

	
 
		
 

	
Compounding: 
		
Inapplicable 

	
 
		
 

	
Business Days: 
		
New York 

	
 
		
 

	
Calculation Agent: 
		
Citibank, N.A. New York, or as stated per the Master Agreement 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 5 of 9

	 	 
	



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

	







3. Cash Settlement Provision (unwind procedure): 




Provided that no Event of Default or event with which the giving of notice or the lapse of time, or both, would constitute such an Event of Default shall have occurred and be continuing, and provided that no Early Termination Date has been designated with respect to any Transaction, Counterparty may require either or both such Transactions to be terminated and the remaining payment obligations under such Transaction to be settled and discharged on any Business Day, subject to adjustment in accordance with the Modified Following Business Day Convention (the "Cash Settlement Date") by telephonic notice to the other party at approximately 11:00 a.m., New York time, on the day that is five Business Days prior to the Cash Settlement Date. If such notice is given, an amount (the "Cash Settlement Amount") shall be calculated as provided below on the day that is two Business Days prior to the Cash Settlement Date (the "Cash Settlement Determination Date"), and the remaining payment obligations of each party under such Transaction shall be settled and discharged by payment of the Cash Settlement Amount on the Cash Settlement Date. 

"Cash Settlement Amount" means: (1) an amount agreed for that purpose by the parties at approximately 11:00 a.m., New York time, on the Cash Settlement Determination Date or at such other time as the parties may agree for such purpose (in either case, the "Determination Time"), or (2) if such an agreement cannot be reached, the amount which would be payable if (a) the Cash Settlement Date was an Early Termination Date (provided that the Cash Settlement Amount shall be determined at the Determination Time and paid for value on the Cash Settlement Date), (b) such Transaction was the only Terminated Transaction, (c) the Termination Currency was U.S. Dollars, and (d) the amount due in respect of such Early Termination Date was calculated in accordance with Section 6(e)(ii)(2)(A) of the Agreement; provided, however, that notwithstanding any contrary provision of the definitions of "Settlement Amount" or "Market Quotation" or any other provision of the Agreement, quotations shall be solicited from five leading dealers in the U.S. Dollar interest rate swap market which would qualify as "Reference Market-makers" if selected for that purpose by either party (the "Selected Dealers"), each of the Selected Dealers shall be instructed to provide quotations of the market value of such Transaction and the parties shall obtain such quotations in concert or as agreed between themselves at the Determination Time. 

A Cash Settlement Amount which is agreed upon by the parties shall be paid by the party designated in such agreement. A Cash Settlement Amount calculated in accordance with Section 6(e)(ii)(2)(A) of the Agreement shall be paid by the party which would be designated as the payer of such an amount under the Agreement. Upon payment of the Cash Settlement Amount payable on the Cash Settlement Date, this Transaction shall terminate and neither party shall have any further rights or obligations hereunder. 




4. Netting of Payments 




All payments in both transactions will be netted so only one payment will be delivered per payment period. 




5. Credit Provisions 




All provisions contained in the Credit Support Annex dated August 14, 2002 will govern this Confirmation except as expressly modified below: 





	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 6 of 9

	 	 
	



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

	






 

a) ‘Counterparty’ as Party B as defined in the Credit Support Annex shall post an Independent Amount equal to 2% of Floating Rate Payer notional amount. 




b) Gold Bank, a Kansas State chartered bank, remains well capitalized according to regulatory guidelines or Citibank has the right to terminate the Transaction or request additional collateral 




c) Gold Bank, a Kansas State chartered bank remains directly or indirectly wholly-owned by the Counterparty or Citibank has the right to terminate the Transaction or request additional collateral. 




d) There is a mutual puts on 8/15/08 as specified in section 6 below. If exercised then both transactions are terminated. 







6.     Optional Early Termination : 







	
Optional Early Termination: 
		
Applicable 

	
 
		
 

	
Option Style: 
		
European 

	
 
		
 

	
Exercise Business Days: 
		
New York and London 

	
 
		
 

	
Procedure for Exercise: 
		
 

	
 
		
 

	
Expiration Date: 
		
Five Exercise Business Days preceding the Cash Settlement Payment Date 

	
 
		
 

	
Earliest Exercise Time: 
		
9:00 a.m. New York time 

	
 
		
 

	
Expiration Time: 
		
11:00 a.m. New York time 

	
 
		
 

	
Settlement Terms: 
		
 

	
 
		
 

	
Cash Settlement: 
		
Applicable 

	
 
		
 

	
Cash Settlement Valuation Time: 
		
11:00 a.m. New York time 

	
 
		
 

	
Cash Settlement Valuation Date: 
		
Two Valuation Business Days preceding the Cash Settlement Payment Date. 

	
 
		
 

	
 
		
 

	
Valuation Business Days: 
		
New York and London 

	
 
		
 

	
Cash Settlement Payment Date: 
		
August 15, 2008 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 7 of 9

	 	 
	



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

	








	
Business Day Convention for Cash Settlement Payment 
		
 

	
Date: 
		
Modified Following 

	
 
		
 

	
Cash Settlement Method: 
		
Cash Price 

	
 
		
 

	
Cash Settlement Reference Banks: 
		
Five leading dealers in the relevant swap market determined by the parties in good faith on the Exercise Date at the Expiration time 

	
 
		
 

	
Quotation Rate: 
		
Mid 




 

7.     Account Details : 







	
Payments to Citibank: 
	
Account for payments: 

	
 
	
Citibank, N.A. New York 

	
 
	
ABA # 021000089 

	
 
	
Account No. 00167679 

	
 
	
Financial Futures 

	
 
	
Reference Swap: 35686 

	
 
	
 

	
Payments to Counterparty: 
	
Account for payments: 

	
 
	
Gold Banc-Leawood 

	
 
	
ABA #: 101102315 

	
 
	
Account No.: 1006450976 

	
 
	
Gold Banc Corporation Inc. 

	
 
	
Reference Swap 35686. 







	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 8 of 9

	 	 
	



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

	






Counterparty hereby agrees (a) to check this Confirmation (Reference No.: 35686) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between Citibank, N.A. New York and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Facsimile No. 212-615-8985 




Very truly yours, 




CITIBANK, N.A. NEW YORK 




By:    /s/ Nancy Ling

 

Nancy Ling

 

By:    Manager







Agreed and Accepted By: 




Gold Bank Corporation, Inc. 







By:___________________

 

Name:  Rick Tremblay 




Title:   Chief Financial Officer 








	





	 	
 Trade Date: August 13, 2003
Reference: 35686
Page 9 of 9