ASSIGNMENT AND ASSUMPTION
OF RIGHTS, DUTIES, AND OBLIGATIONS
OF GUARANTOR
UNDER THE
AMENDED AND RESTATED GUARANTEE AGREEMENT
Effective as of, and conditioned upon, the closing of the
merger of American Bancshares, Inc., a Florida corporation (the
"Assignor"), with and into Gold Banc Acquisition Corporation XI,
Inc., a Kansas corporation (the "Assignee"), pursuant to the
Agreement and Plan of Reorganization, dated as of September 6,
1999, as amended January 24, 2000, by and among the Assignor, the
Assignee, and Gold Banc Corporation, Inc., a Kansas corporation
and parent corporation of the Assignee, in consideration of the
receipt of good and valuable consideration, the Assignor hereby
assigns, and the Assignee hereby assumes, all of the rights,
duties, and obligations of the Assignor as Guarantor under the
Amended and Restated Guarantee Agreement, dated August 6, 1998
(the "Guarantee Agreement"), by and among the Assignor, as
Guarantor, and Bankers Trust Company, a New York banking
corporation, as Guarantee Trustee.
This assignment is made in accordance with Article VIII of
the Junior Subordinated Indenture, dated July 7, 1998, by and
among the Assignor and Bankers Trust Company, a New York banking
corporation, as trustee.
All Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to such terms in the
Guarantee Agreement.
This Assignment and Assumption Agreement may be executed in
several counterparts, each of which shall be an original and all
of which shall constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
ASSIGNOR
AMERICAN BANCSHARES, INC.
March 20, 2000 BY: /s/ Jerry L. Neff
Jerry L. Neff
President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
Sworn to and subscribed before me this 20th day of March, 2000.
___
X Personally known to me /__/ Produced identification ______________
/s/ Richard A. Denmon
Notary Public's Signature
(Seal)
Richard A. Denmon
Notary Public's Printed Name
ASSIGNEE
GOLD BANC ACQUISITION
CORPORATION XI, INC.
March 20, 2000 BY: /s/ Malcolm M. Aslin
Malcolm M. Aslin
President
STATE OF KANSAS
COUNTY OF JOHNSON
Sworn to and subscribed before me this 20th day of March, 2000.
___
X Personally known to me /__/ Produced identification ______________
/s/ Therese A. Armstrong
Notary Public's Signature
(Seal)
Therese A. Armstrong
Notary Public's Printed Name