Exchange Agent
We have appointed Wells Fargo Bank, N.A. as the
exchange agent for the exchange offer. All completed letters of
transmittal and agent’s messages should be directed to the
exchange agent at the addresses listed below:
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By Facsimile:
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By Hand, Overnight
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By Registered or Certified Mail:
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(Eligible Guarantor Institutions Only)
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Delivery or Regular Mail:
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Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480-1517
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Wells Fargo Bank, N.A.
Fax: (612) 667-4927
To Confirm by Telephone or
for Information Call:
Wells Fargo Bank, N.A.
Phone: (800) 344-5128
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Wells Fargo Bank, N.A.
Corporate Trust Operations
Sixth and Marquette
MAC N9303-121
Minneapolis, MN 55479
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Questions and requests for assistance, requests
for additional copies of this prospectus or the letter of
transmittal, agent’s messages and requests for notices of
guaranteed delivery should be directed to the Company at the
following address:
Frontier Oil Corporation
Attention: Doug Aron
10000 Memorial Drive, Suite 600
Houston, Texas 77024
Phone: (713) 688-9600
Fax: (713) 688-0616
Delivery of a letter of transmittal or
agent’s message to an address other than the address listed
above or transmission of instructions by facsimile other than as
set forth above is not valid delivery of the letter of
transmittal or agent’s message.
Fees and Expenses
The principal solicitation is being made by mail
by Wells Fargo Bank, N.A., as exchange agent. We will pay the
exchange agent customary fees for its services, reimburse the
exchange agent for its reasonable out-of-pocket expenses
incurred in connection with the provision of these services and
pay other registration expenses, including fees and expenses of
the trustee under the indenture relating to the notes, filing
fees, blue sky fees and printing and distribution expenses. We
will not make any payment to brokers, dealers or others
soliciting acceptances of the exchange offer.
Additional solicitation may be made by telephone,
facsimile or in person by our and our affiliates’ officers
and regular employees and by persons so engaged by the exchange
agent.
Accounting Treatment
The exchange notes will be recorded at the same
carrying value as the outstanding notes. The carrying value is
face value. Accordingly, we will recognize no gain or loss for
accounting purposes. The expenses of the exchange offer will be
expensed over the term of the exchange notes.
Transfer Taxes
You will not be obligated to pay any transfer
taxes in connection with the tender of outstanding notes in the
exchange offer unless you instruct us to register exchange notes
in the name of, or request that outstanding notes not tendered
or not accepted in the exchange offer be returned to, a person
other than the registered tendering holder. In those cases, you
will be responsible for the payment of any applicable transfer
tax.
Consequences of Exchanging or Failing to
Exchange Outstanding Notes
If you do not exchange your outstanding notes for
exchange notes in the exchange offer, your outstanding notes
will continue to be subject to the provisions of the indenture
relating to the outstanding notes regarding transfer and
exchange of the outstanding notes and the restrictions on
transfer of the outstanding notes described in the legend on
your certificates. These transfer restrictions are required
because the outstanding notes were issued under an exemption
from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state
securities laws. In general, the outstanding notes may not be
offered or sold, unless registered under the Securities Act,
except under an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws. We
do not plan to register the outstanding notes under the
Securities Act. Based on interpretations by the staff of the
SEC, as set forth in no-action letters issued to third parties,
we believe that the exchange notes you receive in the exchange
offer may be offered for resale, resold or otherwise transferred
without
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compliance with the registration and prospectus
delivery provisions of the Securities Act. However, you will not
be able to freely transfer the exchange notes if:
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you are not acquiring the exchange notes in the
exchange offer in the ordinary course of your business;
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you have an arrangement or understanding with any
person to participate in the distribution, as defined in the
Securities Act, of the exchange notes you will receive in the
exchange offer;
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you are our “affiliate,” as defined in
Rule 405 under the Securities Act; or
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you are a participating broker-dealer.
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We do not intend to request the SEC to consider,
and the SEC has not considered, the exchange offer in the
context of a similar no-action letter. As a result, we cannot
guarantee that the staff of the SEC would make a similar
determination with respect to the exchange offer as in the
circumstances described in the no-action letters discussed
above. Each holder, other than a broker-dealer, must acknowledge
that it is not engaged in, and does not intend to engage in, a
distribution of exchange notes and has no arrangement or
understanding to participate in a distribution of exchange
notes. If you are our affiliate, are engaged in or intend to
engage in a distribution of the exchange notes or have any
arrangement or understanding with respect to the distribution of
the exchange notes that you will receive in the exchange offer,
you
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may not rely on the applicable interpretations of
the staff of the SEC, and
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must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any resale transaction involving the exchange notes. If you are
a participating broker-dealer, you must acknowledge that you
will deliver a prospectus in connection with any resale of the
exchange notes. In addition, to comply with state securities
laws, you may not offer or sell the exchange notes in any state
unless they have been registered or qualified for sale in that
state or an exemption from registration or qualification is
available and is complied with. The offer and sale of the
exchange notes is generally exempt from registration or
qualification under state securities laws. We do not plan to
register or qualify the sale of the exchange notes in any state
where an exemption from registration or qualification is
required and not available.
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