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 EShelf Registration Agreement • August 10th, 1998 • Bancfirst Corp /Ok/ • National commercial banks
