AMENDED AND RESTATED TRUST AGREEMENT among BANCFIRST CORPORATION, as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (Delaware), as Delaware Trustee, and The Administrative Trustees Named Herein Dated as of February 26, 2004Trust Agreement • May 6th, 2004 • Bancfirst Corp /Ok/ • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of February 26, 2004, among (i) BancFirst Corporation, an Oklahoma corporation (including any successors or assigns, the “Depositor”); (ii) The Bank of New York, a New York banking corporation, as property trustee, (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”); (iii) The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”); (iv) David E. Rainbolt, an individual; Joe T. Shockley, an individual; and Randy P. Foraker, an individual; each of whose address is c/o BancFirst Corporation, 101 North Broadway, Suite 800, Oklahoma City, Oklahoma 73102 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to collectively herein as the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT Between BANCFIRST CORPORATION (as Guarantor) and THE BANK OF NEW YORK (as Trustee) dated as of February 26, 2004Guarantee Agreement • May 6th, 2004 • Bancfirst Corp /Ok/ • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of February 26, 2004, is executed and delivered by BANCFIRST CORPORATION, an Oklahoma corporation (the “Guarantor”) having its principal office at 101 North Broadway, Oklahoma City, Oklahoma 73102, and THE BANK OF NEW YORK, as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the Preferred Securities (as defined herein) of BFC Capital Trust II, a Delaware statutory trust (the “Trust”).
AGREEMENT AS TO EXPENSES AND LIABILITIESExpenses and Liabilities • May 6th, 2004 • Bancfirst Corp /Ok/ • National commercial banks • Delaware
THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of February 26, 2004, between BANCFIRST CORPORATION, an Oklahoma corporation (the “Company”) and BFC CAPITAL TRUST II, a Delaware statutory trust (the “Trust”).
