1
EXHIBIT 99.2
TERMINATION OF MERGER
This Agreement dated as of September 2, 1998, is by and between XXXXX
CORPORATION, a Delaware corporation ("Xxxxx"), and GIANT INDUSTRIES, INC., a
Delaware corporation ("Giant").
RECITALS
A. Giant and Xxxxx have entered into an Agreement and Plan of Merger
dated as of April 14, 1998 ("Merger Agreement").
B. The parties have determined that is in the best interests of the
corporations and their stockholders to terminate the Merger Agreement and the
proposed merger.
NOW, THEREFORE, for good and valuable consideration, the parties agree
as follow:
AGREEMENTS
1. Pursuant to Section 7.01(a) of the Merger Agreement, Giant and
Xxxxx hereby terminate the Merger Agreement by mutual written consent.
2. Each of Xxxxx and Giant will hold, and will cause its respective
officers, employees, accountants, counsel, financial advisors, and other
representatives and affiliates to hold, any non-public information in accordance
with the terms of the Confidentiality Agreement, dated April 6, 1998, between
Giant and Xxxxx.
IN WITNESS WHEREOF, Giant and Xxxxx have caused this Agreement to be
executed as of the date first above written.
XXXXX CORPORATION
/s/ XXXXX XXXXXXXXXX
-----------------------------------
Its: Chairman of the Board and
Chief Executive Officer
GIANT INDUSTRIES, INC.
/s/ XXXXX X. XXXXXXX
------------------------------------
Its: Chairman, President and CEO
