TRUST AGREEMENT Among GAINSCO, INC. as Depositor, WILMINGTON TRUST COMPANY as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and Glenn W. Anderson Daniel J. Coots and Richard M. Buxton as Administrators Dated as of January 13, 2006Trust Agreement • January 18th, 2006 • Gainsco Inc • Fire, marine & casualty insurance • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 13, 2006, is by and among (i) GAINSCO, INC., a Texas corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware 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 or Delaware Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”), (iv) the Administrators, as hereinafter defined, and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT Between GAINSCO, INC. as Guarantor, and WILMINGTON TRUST COMPANY as Guarantee Trustee, Dated as of January 13, 2006Guarantee Agreement • January 18th, 2006 • Gainsco Inc • Fire, marine & casualty insurance • New York
THIS GUARANTEE AGREEMENT, dated as of January 13, 2006, is executed and delivered by GAINSCO, INC., a Texas corporation (the “Guarantor”), having its principal office at 3333 Lee Parkway, Suite 1200, Dallas, Texas 75219, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (“Wilmington Trust Company”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of GAINSCO CAPITAL TRUST I, a Delaware statutory trust (the “Issuer Trust”).
