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 , 2004Trust Agreement • February 23rd, 2004 • BFC Capital Trust Ii • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of , 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 ofGuarantee Agreement • February 23rd, 2004 • BFC Capital Trust Ii • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of , 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”).
BFC CAPITAL TRUST II BANCFIRST CORPORATION % Trust Preferred Securities (Liquidation Amount $25.00 per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2004 • BFC Capital Trust Ii • National commercial banks • New York
The opinion of counsel to the Delaware Trustee to be delivered pursuant to Section 8(d)(iv) of the Underwriting Agreement shall be substantially to the effect that:
