PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.
[Remainder of Page Intentionally Left Blank]
A-3
THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY
IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER
STATEMENTS OR ACTIONS OF THE BORROWER OR THE LENDER. THE BORROWER ACKNOWLEDGES
THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING
OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. THE BORROWER FURTHER
ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS
OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY THE BORROWER AND THE
BORROWER'S COUNSEL AND IS A MATERIAL INDUCEMENT FOR THE LENDER TO ACCEPT THIS
NOTE AND TO ENTER INTO THE OTHER LOAN DOCUMENTS, AND (c) THIS WAIVER SHALL BE
EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS FULLY INCORPORATED THEREIN.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
as of the date first written above.
GOLD BANC CORPORATION, INC.
By:__________________________________
Name:
Title:
A-4
EXHIBIT B
CONFIRMATION
_________________, 20___
Bank One, NA
120 South LaSalle Street
Chicago, Illinois 60603
Attn: Correspondent Banking Dept.
Ladies and Gentlemen:
This will confirm the telephone conversation Ms./Mr.
_____________________ had with your office on _____________, 20___, regarding a
request made pursuant to that certain Loan Agreement, dated as of October 1,
2004 ("Agreement").
The undersigned hereby requests from Loan #______________,
1.
[
] a Borrowing
[
] a Conversion
[
] a Continuation
2. On ___________________, 20__ (a Business Day).
3. Under the Revolving
Note.
4. In the amount of:
$________________________.
5. Comprised
of (circle one): Eurodollar Advance / Prime Rate Advance.
6.
With an Interest Period for a Eurodollar Advance (circle one):
30 days / 60 days / 90 days / 180 days.
All capitalized terms used, but not defined herein, shall have the
meanings ascribed to such terms in the Agreement.
Very truly yours,
GOLD BANC CORPORATION, INC.
By:
_____________________________________
Authorized Signature
B-1
EXHIBIT C
FORM OF PLEDGE AND SECURITY AGREEMENT
C-1