Exhibit 99.2
[LETTERHEAD OF XXXXX CORPORATION]
August 21, 2003
Frontier Oil Corporation
00000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
Dear Xxx:
Reference is made to the Agreement and Plan of Merger, dated March 30,
2003, as amended to date (the "Merger Agreement"), among Frontier Oil
Corporation, a Wyoming corporation ("Frontier"), Xxxxx Corporation, a Delaware
corporation ("Xxxxx"), Front Range Himalaya Corporation, a Wyoming corporation,
Front Range Merger Corporation, a Delaware corporation, and Himalaya Merger
Corporation, a Delaware corporation. This letter constitutes written notice that
Frontier is in breach of Sections 4.8 and 4.9 of the Merger Agreement in that
the representations and warranties contained in such Sections were untrue when
made and/or have become untrue in light of the claims asserted in the toxic tort
lawsuits styled Xxxx, et. al. vs. Venoco, Inc. et. al. and Xxxxxxx, et al. vs.
Xxxxxx, Inc., et. al., both filed in Superior Court of the State of California
for the County of Los Angeles, Central District (together, the "Lawsuits")
against, among others, Frontier and Wainoco Oil & Gas Company, as well as
similar claims asserted but not yet filed, and the contingent and other
obligations and liabilities arising therefrom, which can reasonably be expected
to have a material adverse effect on Frontier's business, assets, liabilities,
results of operations, condition (financial or otherwise) or prospects.
If Frontier's breach is not timely cured, this would result in Xxxxx's
conditions to closing under Section 6.2(a) of the Merger Agreement not being
satisfied, and/or Xxxxx having the right to terminate the Merger Agreement
pursuant to Section 7.3(a) of the Merger Agreement. This notice does not
constitute a waiver of any, and Xxxxx expressly reserves all, other rights now
or hereafter available to Xxxxx under the Merger Agreement, at law or in equity.
Please call should you have any questions regarding this notice.
Sincerely,
XXXXX CORPORATION
By: /s/ X. Xxxxx Xxxxxxxxxx, III
-----------------------------------
X. Xxxxx Xxxxxxxxxx, III
Chairman of the Board
and Chief Executive Officer
cc: Xxxxxxx & Xxxxx X.X.X.
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
