INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
8% SENIOR SECURED NOTES DUE 2008
OF
TESORO PETROLEUM CORPORATION
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2003 (the "Prospectus"), of Tesoro Petroleum Corporation, a
Delaware corporation (the "Company"), and the accompanying Letter of Transmittal
(the "Letter of Transmittal") that together constitute the Company's offer (the
"Exchange Offer") to exchange $375,000,000 of its 8% Senior Secured Notes due
2008, Series B ("New Notes") registered under the Securities Act of 1933 (the
"Securities Act") for an identical principal amount of its 8% Senior Secured
Notes due (the "Old Notes"). Capitalized terms used but not defined herein have
the meanings assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.
The principal amount of the Old Notes held by you for the account of the
undersigned is (fill in amount):
$ principal amount of Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following principal amount of Old Notes held by you for
the account of the undersigned (insert amount of Old Notes to be
tendered, if any, in integral multiples of $1,000):
$ principal amount of Old Notes.
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to
the undersigned as a beneficial owner, including but not limited to the
representations that (i) the New Notes or book-entry interests therein to
be acquired by the undersigned (the "Beneficial Owner(s)") in connection
with the Exchange Offer are being acquired by the undersigned in the
ordinary course of business of the undersigned, (ii) the undersigned is not
participating, does not intend to participate, and has no arrangement or
understanding with any person to participate, in the distribution of the
New Notes, (iii) if the undersigned is a resident of the State of
California, it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate Securities Law
of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations, (iv) if the undersigned is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional investor
exemption set forth under Sections 203(c), 102(d) and 102(k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985,
(v) the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is participating in the Exchange Offer for
the purpose of distributing the New Notes
must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the
New Notes or interests therein acquired by such person and cannot rely on
the position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in certain no-action letters, (vi) the undersigned
understands that a secondary resale transaction described in clause (v)
above and any resales of New Notes or interests therein obtained by such
holder in exchange for Old Notes or interests therein originally acquired
by such holder directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (vii) the undersigned is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company. Upon a request by the
Company, a holder or beneficial owner will deliver to the Company a legal
opinion confirming its representation made in clause (vii) above. If the
undersigned is a broker-dealer (whether or not it is also an "affiliate")
that will receive New Notes for its own account pursuant to the Exchange
Offer, the undersigned represents that the Old Notes to be exchanged for
the New Notes were acquired by it as a result of market-making activities
or other trading activities, and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection
with any resale of such New Notes; provided, however, by so acknowledging
and by delivering a prospectus, the undersigned does not and will not be
deemed to admit that is an "underwriter" within the meaning of the
Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in the Letter
of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Old Notes.
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SIGN HERE (PLEASE PRINT):
Name of Beneficial Owner(s): Address:
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- ----------------------------------------------------- Telephone Number:
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Taxpayer Identification or Social Security
Signature(s): Number:
---------------------------------------- ----------------------------------------------
Name(s): Date:
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</Table>
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