EXHIBIT 2.2
August 5, 1998
AmQuest Financial Corp.
000 X. 00xx Xxxxxx
Xxxxxx, XX 00000
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, 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.
Accordingly, notwithstanding the provisions of the Merger Agreement to
the contrary, it is requested that you indicate your agreement to the use of the
Form S-4 resale registration procedure in lieu of the Form S-3 shelf
registration. If the foregoing is acceptable, the Form S-4 registration
statement will be modified to cover resales by former affiliates of AmQuest and
the shelf registration statement attached as Exhibit E to the Merger Agreement
will be revised to our mutual satisfaction as soon as practicable to reflect
such revised procedure to be executed by the appropriate parties on or before
the Closing Date of the Merger.
Please indicate your agreement to the foregoing in the space provided
below and return a copy of this letter to the undersigned.
Very truly yours,
BANCFIRST CORPORATION
By: /s/ Xxx X. Xxxxxxxx, Xx.
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Xxx X. Xxxxxxxx, Xx.
Executive Vice President and Chief Financial Officer
Accepted and agreed to this 6 day of August, 1998.
AMQUEST FINANCIAL CORP.
By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, President
