EXHIBIT 2.4 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Reorganization Agreement") is made and entered into the 26th day of September, 1996, by and between BANCFIRST CORPORATION, an Oklahoma corporation...Agreement and Plan of Reorganization • November 14th, 1996 • Bancfirst Corp /Ok/ • National commercial banks
August 5, 1998 AmQuest Financial Corp. 101 N. 14th Street Duncan, OK 73533 Re: MERGER AGREEMENT DATED AS OF MAY 6, 1998 ("MERGER AGREEMENT") Gentlemen: Capitalized terms used herein have the meaning set forth in the Merger Agreement. As you know,...: Merger Agreement • August 10th, 1998 • Bancfirst Corp /Ok/ • National commercial banks
As you know, Section 10(r) of the Merger Agreement provides that BancFirst shall enter into a registration rights agreement in the form attached to the Merger Agreement as Exhibit E with the former affiliates of AmQuest for purposes of registering shares of BancFirst Common Stock to be owned by them after the Merger on a Form S-3 shelf registration statement. We have recently determined that substantial savings can be achieved if, in lieu of using the Form S-3 registration statement, the Form S-4 registration statement required to be filed with respect to the Merger as contemplated by Section 10(d) of the Merger Agreement also covers resales by former AmQuest affiliates.
Exhibit 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT FIRST AMENDMENT to Amended and Restated Trust Agreement (the "Amendment"), dated as of March 24, 2004, among (i) BancFirst Corporation, an Oklahoma corporation (including any...Trust Agreement • March 25th, 2004 • Bancfirst Corp /Ok/ • National commercial banks • Delaware
EXHIBIT(b)(1) CREDIT AGREEMENT Harris Trust and Savings Bank Chicago, Illinois Ladies and Gentlemen: The undersigned, BancFirst Corporation, an Oklahoma corporation (the "Borrower"), applies to you (the "Bank") for your commitment, subject to the...Credit Agreement • May 3rd, 1999 • Bancfirst Corp /Ok/ • National commercial banks • Illinois
INDENTUREIndenture • March 5th, 1997 • Bancfirst Corp /Ok/ • National commercial banks • New York
GUARANTEE AGREEMENTGuarantee Agreement • November 6th, 2015 • Bancfirst Corp /Ok/ • National commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 17, 2006, is executed and delivered by CSB Bancshares, Inc., an Oklahoma corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CSB Bancshares Statutory Trust I, a Delaware statutory trust (the “Issuer”).
EXHIBIT 2.4 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • November 14th, 1997 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
ARTICLE IStock Purchase Agreement • March 30th, 2001 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
BANCFIRST CORPORATION, an Oklahoma corporation and BANCFIRST, an Oklahoma banking corporation Rights Agent RIGHTS AGREEMENT DATED AS OF FEBRUARY 25, 1999Rights Agreement • January 28th, 2009 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
THE HOLDERS OF THE RIGHTS ARE NOT REQUIRED TO TAKE ANY ACTION UNTIL THE RIGHTS BECOME EXERCISABLE. As stated above, the Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on February 25, 2009, unless earlier redeemed or exchanged by the Company as described below.
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.
RECITALSSubordinated Note Purchase Agreement • June 17th, 2021 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
SOFR is published by the FRBNY and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery‑versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.
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”).
EXHIBIT EShelf Registration Agreement • August 10th, 1998 • Bancfirst Corp /Ok/ • National commercial banks
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this 16th day of September, 1995, by and among BancFirst, Oklahoma City, Oklahoma, an Oklahoma banking corporation ("BancFirst") and City...Agreement and Plan of Reorganization and Merger • November 13th, 1995 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
DATED AS OF FEBRUARY 25, 1999Rights Agreement • March 15th, 1999 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
BancFirst Corporation Thrift PlanBancfirst Corp /Ok/ • February 28th, 2020 • National commercial banks
BY THIS AGREEMENT, BancFirst Corporation Thrift Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of December 31, 2019, except as otherwise provided herein:
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 30th, 2015 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
This Amendment No. 2, dated March 26, 2015 (the “Amendment”), amends that certain Rights Agreement, dated February 25, 1999 (the “1999 Agreement”), by and between BancFirst Corporation (the “Company”) and BancFirst, an Oklahoma banking corporation (the “Rights Agent”), as amended by that certain Amendment No. 1 to Rights Agreement, effective as of January 22, 2009 (“Amendment No. 1” and, together with the 1999 Agreement, the “Rights Agreement”). Capitalized terms used in this Amendment but not defined in this Amendment are defined as set forth in the Rights Agreement.
BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENTAnd Trust Agreement • May 8th, 2015 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
This instrument is an amendment and restatement of the document governing the BancFirst Employee Stock Ownership Plan which is intended to conform to the changes required by the Pension Protection Act of 2006, and other applicable laws, regulations, and administrative authority.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • January 28th, 2009 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
This Amendment No. 1, effective as of January 22, 2009 (the “Amendment”), amends that certain Rights Agreement, dated February 25, 1999 (the “ Rights Agreement ”), by and between BancFirst Corporation, an Oklahoma corporation (the “Corporation ”) and BancFirst, an Oklahoma banking corporation (the “ Rights Agent ”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.
TRUST AGREEMENTTrust Agreement • February 4th, 2004 • Bancfirst Corp /Ok/ • National commercial banks • Delaware
This TRUST AGREEMENT, dated as of January 27, 2004 (this “Trust Agreement”), among (i) BancFirst Corporation, an Oklahoma corporation (the “Depositor”), (ii) The Bank of New York (Delaware), as trustee (the “Delaware Trustee”), and (iii) David E. Rainbolt, Joe T. Shockley and Randy P. Foraker, each an individual, as trustees (the “Administrative Trustees” and, together with the Delaware Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows:
2023 FIRST AMENDMENT TO THE BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP PLANEmployee Stock Ownership Plan • February 24th, 2023 • Bancfirst Corp /Ok/ • National commercial banks
In addition to the diversification rights available under Item 45 of this Adoption Agreement, a Qualified Participant (as defined in Plan Section 7.9(d)) shall, upon meeting the requirements to be a Qualified Participant, be entitled to elect to direct the diversification of any number of shares of Employer Stock that have been allocated to the Qualified Participant’s Employer Stock Account by means of transfer to another qualified defined contribution plan sponsored by the Employer.”
ARTICLE III POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE....................................... -6- SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee...... -6-...Bancfirst Corp /Ok/ • March 5th, 1997 • National commercial banks • New York
BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (Adopted Effective January 1, 2007)And Trust Agreement • May 9th, 2008 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • November 20th, 2006 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) made and entered into as of this 15th day of November, 2006 (the “Effective Date”), by and between BANCFIRST, an Oklahoma banking corporation (the “Company”), and Darryl Schmidt (the “Executive”).
BANCFIRST CORPORATION EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN AND TRUST AGREEMENTAnd Trust Agreement • March 16th, 2005 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
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”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement and Escrow Instructions • September 5th, 2018 • Bancfirst Corp /Ok/ • National commercial banks
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “First Amendment”) is made and entered into as of August1, 2018, by and between COTTER TOWER - OKLAHOMA, L.P., a Texas limited partnership, as debtor-in-possession in the Bankruptcy Case ("Seller"), and BANCFIRST CORPORATION, an Oklahoma corporation ("Buyer").
BANCFIRST SURVIVOR BENEFIT AGREEMENTBancfirst Survivor Benefit Agreement • November 20th, 2006 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
THIS BANCFIRST SURVIVOR BENEFIT AGREEMENT (the “Agreement”), is made as of this 15th day of November, 2006, at Oklahoma City, Oklahoma by and between Darryl Schmidt (hereinafter referred to as the “Employee”), and BancFirst, an Oklahoma banking corporation (hereinafter referred to as the “Bank”). In consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the Employee and the Bank hereby agree as follows:
BANCFIRST CORPORATION RESTRICTED STOCK Unit AGREEMENTBancfirst Corporation Restricted Stock Unit Agreement • March 23rd, 2023 • Bancfirst Corp /Ok/ • National commercial banks
BancFirst Corporation (the “Company”) hereby awards to ______________ (the “Participant”) _________ Restricted Stock Units (the “RSUs”) pursuant to the BancFirst Corporation 2023 Restricted Stock Unit Plan (the “Plan”), the definitions and provisions of which are incorporated herein by reference.
AMENDMENT NUMBER 2018 Number 1 BancFirst Corporation Thrift PlanAgreement • February 26th, 2018 • Bancfirst Corp /Ok/ • National commercial banks
BY THIS AGREEMENT, BancFirst Corporation Thrift Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of February 1, 2018, except as otherwise provided herein:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 6th, 2015 • Bancfirst Corp /Ok/ • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 8, 2015 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), BancFirst Corporation, an Oklahoma corporation (the “Successor Company”), and CSB Bancshares, Inc., an Oklahoma corporation (the “Company”), under the Indenture referred to below.
SHARE EXCHANGE AGREEMENT between BANCFIRST CORPORATION and PEGASUS BANK Dallas, Texas April 23, 2019 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 25th, 2019 • Bancfirst Corp /Ok/ • National commercial banks • Texas
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into on this 23rd day of April, 2019, by and between BancFirst Corporation, an Oklahoma corporation (“BancFirst”), and Pegasus Bank, Dallas, Texas, a Texas banking corporation (“Pegasus”), with reference to the following:
BANCFIRST CORPORATION RESTRICTED STOCK Unit AGREEMENTBancfirst Corporation Restricted Stock Unit Agreement • March 23rd, 2023 • Bancfirst Corp /Ok/ • National commercial banks
BancFirst Corporation (the “Company”) hereby awards to ______________ (the “Participant”) _________ Restricted Stock Units (the “RSUs”) pursuant to the BancFirst Corporation 2023 Restricted Stock Unit Plan (the “Plan”), the definitions and provisions of which are incorporated herein by reference.
Exhibit 2.3 AGREEMENT3 Agreement • November 13th, 1995 • Bancfirst Corp /Ok/ • National commercial banks • Oklahoma
BancFirst Corporation Thrift PlanAgreement • December 18th, 2020 • Bancfirst Corp /Ok/ • National commercial banks
BY THIS AGREEMENT, BancFirst Corporation Thrift Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of January 1, 2020, except as otherwise provided herein:
