<PAGE>
                                                                    EXHIBIT 4.11

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of April 9, 2002 by and among Tesoro Petroleum Corporation,
a Delaware corporation (the "Company"), each of the guarantors set forth on the
signature pages hereto (the "Guarantors") and Lehman Brothers Inc., ABN AMRO,
Incorporated, Banc One Capital Markets, Inc., Credit Lyonnais Securities (USA),
Inc. and Scotia Capital (USA) Inc. (the "Initial Purchasers"), who have agreed
to purchase $450,000,000 aggregate amount of Tesoro Escrow Corp.'s, a Delaware
corporation ("Escrow Corp."), 95/8% Senior Subordinated Notes due 2012 (the
"Senior Subordinated Notes") pursuant to and subject to the terms and conditions
of a certain Purchase Agreement, dated April 3, 2002 (the "Purchase Agreement"),
by and among the Company, Escrow Corp., the Guarantors and the Initial
Purchasers. The Company will assume all of the obligations of Escrow Corp. under
the Notes and the Guarantors will guarantee all of the obligations of the
Company under the Notes pursuant to a supplemental indenture to be executed upon
the merger of Escrow Corp. with and into the Company immediately prior to the
acquisition of the Golden Eagle refinery and related retail assets located in
California (the "Golden Eagle Assets") pursuant to that certain Sale and
Purchase Agreement, dated as of February 4, 2002 between Tesoro Refining and
Marketing Company and Ultramar Inc., as amended by the First Amendment thereto
dated as of February 20, 2002 between Tesoro Refining and Marketing Company and
Ultramar Inc., as it may be further amended from time to time. In order to
induce the Initial Purchasers to purchase the Senior Subordinated Notes, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligation of the Initial Purchasers to purchase the Senior Subordinated Notes
pursuant to the Purchase Agreement.

SECTION 1. DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Advice: As defined in Section 6(d) hereof.

                  Affiliate: With respect to any specified person, "Affiliate"
shall mean any other person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified person. For the
purposes of this definition, "control," when used with respect to any person,
means the power to direct the management and policies of such person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.

                  Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                  Broker-Dealer Transfer Restricted Securities: New Senior
Subordinated Notes that are acquired by a Broker-Dealer in the Exchange Offer in
exchange for Senior Subordinated Notes that such Broker-Dealer acquired for its
own account as a result of market-making activities or other trading activities
(other than Senior Subordinated Notes acquired directly from the Company or any
of its Affiliates).


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                                                                               2


                  Business Day: Any day except a Saturday, Sunday or other day
in the City of New York, or in the city of the corporate trust office of the
Trustee, on which banks are authorized to close.

                  Closing Date: The date of this Agreement.

                  Commission: The Securities and Exchange Commission.

                  Consummate: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the New Senior Subordinated Notes to be issued in the
Exchange Offer, (ii) the maintenance of such Exchange Offer Registration
Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b)
hereof, and (iii) the delivery by the Company to the Trustee under the Indenture
of New Senior Subordinated Notes in the same aggregate principal amount as the
aggregate principal amount of Senior Subordinated Notes that were tendered by
Holders thereof pursuant to the Exchange Offer.

                  Damages Payment Date: With respect to the Transfer Restricted
Securities, each Interest Payment Date.

                  Definitive Notes: As defined in the Indenture.

                  Effectiveness Target Date: As defined in Section 5.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

                  Exchange Offer: The registration by the Company under the
Securities Act of the New Senior Subordinated Notes pursuant to an Exchange
Offer Registration Statement pursuant to which the Company offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all
such outstanding Transfer Restricted Securities held by such Holders for New
Senior Subordinated Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.

                  Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  Global Note: As defined in the Indenture.

                  Holders: As defined in Section 2(b) hereof.

                  indemnified party: As defined in Section 8(c) hereof.

                  indemnifying party: As defined in Section 8(c) hereof.


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                                                                               3


                  Indenture: The Indenture, dated as of April 9, 2002, between
Escrow Corp. and U.S. Bank National Association, as trustee (the "Trustee"),
pursuant to which the Senior Subordinated Notes are to be issued, as such
Indenture is amended or supplemented from time to time in accordance with the
terms thereof.

                  Initial Purchasers: As defined in the preamble hereto.

                  Interest Payment Date: As defined in the Indenture and the
Notes.

                  NASD: National Association of Securities Dealers, Inc.

                  Notes: The Senior Subordinated Notes and the New Senior
Subordinated Notes.

                  New Senior Subordinated Notes: The 95/8% Senior Subordinated
Notes due 2012 to be issued pursuant to the Indenture (i) in the Exchange Offer
or (ii) upon the request of any holder of Senior Subordinated Notes covered by a
Shelf Registration Statement, in exchange for such Senior Subordinated Notes.

                  Person: An individual, partnership, corporation, limited
liability company, joint venture, association, joint- stock company, trust or
unincorporated organization, or a government or agency or political subdivision
thereof or any other entity.

                  Prospectus: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  Record Holder: With respect to any Damages Payment Date
relating to Notes, each Person who is a Holder of Notes on the record date with
respect to the Interest Payment Date on which such Damages Payment Date shall
occur.

                  Registration Default: As defined in Section 5 hereof.

                  Registration Statement: Any registration statement of the
Company and the Guarantors relating to (a) an offering of New Senior
Subordinated Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case (i) which is filed pursuant to the provisions of this
Agreement, and (ii) including the Prospectus included therein, all amendments
and supplements thereto (including post-effective amendments) and all exhibits
and material incorporated by reference therein.

                  Restricted Broker-Dealer: Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

                  Shelf Filing Deadline: As defined in Section 4 hereof.


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                                                                               4


                  Shelf Registration Statement: As defined in Section 4 hereof.

                  TIA: The Trust Indenture Act of 1939, as amended (15 U.S.C.
Section 77aaa-77bbbb), as in effect on the date of the Indenture.

                  Transfer Restricted Securities: Each Senior Subordinated Note,
until the earliest to occur of (a) the date on which such Senior Subordinated
Note is exchanged in the Exchange Offer and entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (b) the date on which such Senior
Subordinated Note has been effectively registered under the Securities Act and
disposed of in accordance with a Shelf Registration Statement, (c) the date on
which such Senior Subordinated Note is distributed to the public pursuant to
Rule 144 or is saleable pursuant to Rule 144(k) under the Securities Act and (d)
the date on which such Senior Subordinated Note is distributed by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including delivery of the Prospectus
contained therein).

                  Underwritten Registration or Underwritten Offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT

                  (a) Transfer Restricted Securities. The securities entitled to
the benefits of this Agreement are the Transfer Restricted Securities.

                  (b) Holders of Transfer Restricted Securities. A Person is
deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Company shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 60 days after the consummation of the acquisition of the Golden
Eagle Assets, the Exchange Offer Registration Statement under the Securities Act
relating to the New Senior Subordinated Notes and the Exchange Offer, (ii) use
its reasonable best efforts to cause such Exchange Offer Registration Statement
to become effective at the earliest possible time, but in no event later than
120 days after the consummation of the acquisition of the Golden Eagle Assets,
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
such Exchange Offer Registration Statement to become effective, (B) if
applicable, file a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings, if any, in connection with the registration and qualification
of the New Senior Subordinated Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting registration of the New Senior Subordinated Notes to
be offered


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                                                                               5


in exchange for the Transfer Restricted Securities and to permit sales of
Broker-Dealer Transfer Restricted Securities by Broker-Dealers as contemplated
by Section 3(c) below.

                  (b) The Company shall use its reasonable best efforts to cause
the Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than twenty (20) Business Days. The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws. No securities
other than the Notes shall be included in the Exchange Offer Registration
Statement. The Company shall use its reasonable best efforts to cause the
Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than thirty (30) Business Days thereafter.

                  (c) The Company shall include a "Plan of Distribution" section
in the Prospectus contained in the Exchange Offer Registration Statement and
indicate that any Restricted Broker-Dealer who holds Senior Subordinated Notes
that are Transfer Restricted Securities and that were acquired for the account
of such Restricted Broker-Dealer as a result of market-making activities or
other trading activities (other than Transfer Restricted Securities acquired
directly from the Company or one of its Affiliates) may exchange such Senior
Subordinated Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with its initial sale of the New Senior
Subordinated Notes received by such Broker-Dealer in the Exchange Offer, which
prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such "Plan of Distribution" section shall also contain all other
information with respect to such resales of Broker-Dealer Transfer Restricted
Securities that the Commission may require in order to permit such sales
pursuant thereto but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in
policy after the date of this Agreement.

                  The Company and the Guarantors shall use their respective
reasonable best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Section 6(c) below to the extent necessary to ensure that it is available for
resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted
Broker-Dealers and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of 180 days from the
date on which the Exchange Offer Registration Statement is declared effective
or, if shorter, until all Broker-Dealer Transfer Restricted Securities have been
sold thereunder.

                  The Company shall provide sufficient copies of the latest
version of such Prospectus to such Restricted Broker-Dealers promptly upon
request at any time during such 180 day period (or such shorter period, if
applicable) in order to facilitate such sales.


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                                                                               6


SECTION 4. SHELF REGISTRATION

                  (a) Shelf Registration. If (i) the Company is not required to
file an Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) any Holder of Transfer Restricted Securities shall
notify the Company within twenty (20) Business Days of the Consummation of the
Exchange Offer that (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, (B) such Holder may
not resell the New Senior Subordinated Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder, or (C) such Holder is a Broker-Dealer
and holds Senior Subordinated Notes acquired directly from the Company or one of
its Affiliates, then the Company and the Guarantors shall:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Securities Act, which may be an amendment to the
         Exchange Offer Registration Statement (in either event, the "Shelf
         Registration Statement"), on or prior to the earliest to occur of (1)
         the 60th day after the date on which the Company receives notice from
         the Commission or determines that it is not required to file the
         Exchange Offer Registration Statement pursuant to clause (i) above, (2)
         the 60th day after the date on which the Company receives notice from a
         Holder of Transfer Restricted Securities as contemplated by clause (ii)
         above, and (3) the 120th day after the consummation of the acquisition
         of the Golden Eagle Assets (such earliest date being the "Shelf Filing
         Deadline"), which Shelf Registration Statement shall provide for
         resales of all Transfer Restricted Securities the Holders of which
         shall have provided the information required pursuant to Section 4(b)
         hereof; and

                  (y) use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 60th day after the Shelf Filing Deadline.

                  The Company and the Guarantors shall use their respective
reasonable best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by and subject to the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i)) following
the date on which such Shelf Registration Statement first becomes effective
under the Securities Act or such shorter period ending when all of the Transfer
Restricted Securities available for sale thereunder have been sold pursuant
thereto.

                  (b) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 Business Days after


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                                                                               7


receipt of a request therefor, such information as the Company may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to Liquidated Damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
reasonably requested information. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

                  If (i) any of the Registration Statements required by this
Agreement are not filed with the Commission on or prior to the date specified
for such filing in this Agreement, (ii) any of such Registration Statements has
not been declared effective by the Commission on or prior to the date specified
for such effectiveness in this Agreement (the "Effectiveness Target Date"),
(iii) the Exchange Offer has not been Consummated within 30 Business Days after
the Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (iv) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 30 days by a
post-effective amendment to such Registration Statement, the effectiveness of
another Registration Statement or the use of the Prospectus (as amended or
supplemented) is again permitted that cures such failure (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the Company
hereby agrees to pay Liquidated Damages to each Holder of Transfer Restricted
Securities with respect to the first 90-day period immediately following the
occurrence of such Registration Default, in an amount equal to $0.05 per week
per $1,000 principal amount of Transfer Restricted Securities held by such
Holder for each week or portion thereof that the Registration Default continues.
The amount of the Liquidated Damages shall increase by an additional $0.05 per
week per $1,000 in principal amount of Transfer Restricted Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of Liquidated Damages of $0.50 per week per
$1,000 principal amount of Transfer Restricted Securities. All accrued
Liquidated Damages shall be paid to the holder(s) of Global Note(s) representing
Transfer Restricted Securities by the Company by wire transfer of immediately
available funds or by federal funds check and to Holders of Certificated
Securities by wire transfer to the accounts specified by them or by mailing
checks to their registered addresses if no such accounts have been specified on
each Damages Payment Date, as provided in the Indenture. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or the
Prospectus to be made usable in the case of (iv) above, the Liquidated Damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.


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                                                                               8


                  All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such security shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

                  (a) Exchange Offer Registration Statement. In connection with
the Exchange Offer, the Company and the Guarantors shall comply with all
applicable provisions of Section 6(c) below, shall use their respective
reasonable best efforts to effect such exchange to permit the sale of
Broker-Dealer Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (which shall be in a manner
consistent with the terms of this Agreement), and shall comply with all of the
following provisions:

                  (i) If, following the date hereof and prior to the
         Consummation of the Exchange Offer, there has been published a change
         in Commission policy with respect to exchange offers such as the
         Exchange Offer, such that in the reasonable opinion of counsel to the
         Company there is a substantial question as to whether the Exchange
         Offer is permitted by applicable law or Commission policy, the Company
         and the Guarantors hereby agree to seek a no-action letter or other
         favorable decision from the Commission allowing the Company and the
         Guarantors to Consummate an Exchange Offer for such Senior Subordinated
         Notes. The Company and the Guarantors hereby agree to pursue the
         issuance of such a decision to the Commission staff level but shall not
         be required to take commercially unreasonable action to effect a change
         of Commission policy. The Company and the Guarantors hereby agree,
         however, to take all such other actions as are reasonably requested by
         the Commission staff or otherwise required in connection with the
         issuance of such decision, including without limitation, to (A)
         participate in telephonic conferences with the Commission staff, (B)
         deliver to the Commission staff an analysis prepared by counsel to the
         Company setting forth the legal bases, if any, upon which such counsel
         has concluded that such an Exchange Offer should be permitted and (C)
         diligently pursue a resolution (which need not be favorable) by the
         Commission staff of such submission.

                  (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation thereof, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         New Senior Subordinated Notes to be issued in the Exchange Offer and
         (C) it is acquiring the New Senior Subordinated Notes in its ordinary
         course of business. In addition, all such Holders of Transfer
         Restricted Securities shall otherwise reasonably cooperate in the
         Company's preparations for the Exchange Offer. Each Holder hereby
         acknowledges and agrees that any Broker-Dealer and any such Holder
         using the Exchange Offer to participate in a distribution of the
         securities to be acquired in the Exchange Offer (1) could not under
         Commission policy as in effect on the date of this Agreement rely on
         the


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                                                                               9


         position of the Commission enunciated in Morgan Stanley and Co., Inc.
         (available June 5, 1991) and Exxon Capital Holdings Corporation
         (available May 13, 1988), as interpreted in the Commission's letter to
         Sherman & Sterling dated July 2, 1993, and similar no-action letters
         (including any no- action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Securities Act in connection with a
         secondary resale transaction and that such a secondary resale
         transaction should be covered by an effective registration statement
         containing the selling security holder information required by Item 507
         or 508, as applicable, of Regulation S-K if the resales are of New
         Senior Subordinated Notes obtained by such Holder in exchange for
         Senior Subordinated Notes acquired by such Holder directly from the
         Company or an Affiliate thereof.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall provide a
         supplemental letter to the Commission (A) stating that the Company and
         the Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) and, if applicable, any no-action letter
         obtained pursuant to clause (i) above, (B) including a representation
         that neither the Company nor any Guarantor has entered into any
         arrangement or understanding with any Person to distribute the New
         Senior Subordinated Notes to be received in the Exchange Offer and
         that, to the best of the Company's information and belief, each Holder
         participating in the Exchange Offer is acquiring the New Senior
         Subordinated Notes in its ordinary course of business and has no
         arrangement or understanding with any Person to participate in the
         distribution of the New Senior Subordinated Notes received in the
         Exchange Offer and (C) any other undertaking or representation required
         by the Commission as set forth in any no-action letter obtained
         pursuant to clause (i) above.

                  (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their reasonable best efforts to
effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company and the Guarantors will
as expeditiously as possible, and in any event within the time periods and
otherwise in accordance with the provisions hereof, prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

                  (c) General Provisions. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Exchange Offer Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Restricted Broker-Dealers),
the Company and the Guarantors shall:

                  (i) use their respective reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the


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                                                                              10


         period specified in Section 3 or 4 of this Agreement, as applicable;
         upon the occurrence of any event that would cause any such Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not to be effective and usable for
         resale of Transfer Restricted Securities during the period required by
         this Agreement, the Company and the Guarantors shall file promptly an
         appropriate amendment to such Registration Statement, (1) in the case
         of clause (A), correcting any such misstatement or omission, and (2) in
         the case of either clause (A) or (B), use their respective reasonable
         best efforts to cause such amendment to be declared effective and such
         Registration Statement and the related Prospectus to become usable for
         their intended purpose(s) as soon as practicable thereafter;

                  (ii) use their respective reasonable best efforts to prepare
         and file with the Commission such amendments and post-effective
         amendments to the Registration Statement as may be necessary to keep
         the Registration Statement effective for the applicable period set
         forth in Section 3 or 4 hereof, as applicable, or such shorter period
         as will terminate when all Transfer Restricted Securities covered by
         such Registration Statement have been sold; cause the Prospectus to be
         supplemented by any required Prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the Securities Act,
         and to comply fully with the applicable provisions of Rules 424, 430A
         and 462, as applicable, under the Securities Act in a timely manner;
         and comply with the provisions of the Securities Act with respect to
         the disposition of all securities covered by such Registration
         Statement during the applicable period in accordance with the intended
         method or methods of distribution by the sellers thereof set forth in
         such Registration Statement or supplement to the Prospectus;

                  (iii) advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment thereto has been filed, and, with respect to
         any Registration Statement or any post-effective amendment thereto,
         when the same has become effective, (B) of any request by the
         Commission for amendments to the Registration Statement or amendments
         or supplements to the Prospectus or for additional information relating
         thereto, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement under the
         Securities Act or of the suspension by any state securities commission
         of the qualification of the Transfer Restricted Securities for offering
         or sale in any jurisdiction, or the initiation of any proceeding for
         any of the preceding purposes, (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto, or any document incorporated by reference therein
         untrue in any material respect, or that requires the making of any
         additions to or changes in the Registration Statement or the Prospectus
         in order to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If at any time the
         Commission shall issue any stop order suspending the effectiveness of
         the Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest practicable time;


<PAGE>
                                                                              11


                  (iv) upon written request, furnish to the Initial Purchasers,
         and, upon written request, to each of the selling Holders and each of
         the underwriter(s) in connection with such sale, if any, before filing
         with the Commission, copies of any Registration Statement or any
         Prospectus included therein or any amendments or supplements to any
         such Registration Statement or Prospectus, which documents will be
         subject to the review of such Holders and underwriter(s) in connection
         with such sale, if any, for a period of at least five Business Days,
         and the Company will not file any such Registration Statement or
         Prospectus or any amendment or supplement to any such Registration
         Statement or Prospectus to which a selling Holder of Transfer
         Restricted Securities covered by such Registration Statement or the
         underwriter(s) in connection with such sale, if any, shall reasonably
         object within five Business Days after the receipt thereof. A selling
         Holder or underwriter in connection with such sale, if any, shall be
         deemed to have reasonably objected to such filing (A) if such
         Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains a material misstatement
         or omission or fails to comply with the applicable requirements of the
         Securities Act or (B) if any of the information furnished to the
         Company by such selling Holder or underwriter in connection with such
         sale, if any, and included in such Registration statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed is
         incorrect in any respect;

                  (v) upon written request, promptly prior to the filing of any
         document that is to be incorporated by reference into a Registration
         Statement or Prospectus, provide copies of such document to the selling
         Holders and to the underwriter(s) in connection with such sale, if any,
         make the Company's and the Guarantors' representatives available for
         discussion of such document and other customary due diligence matters,
         and include such information in such document prior to the filing
         thereof as such selling Holders or underwriters, if any, reasonably may
         request;

                  (vi) in the case of a shelf registration, make available at
         reasonable times for inspection by the selling Holders, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney or accountant retained by such selling
         Holders or any of the underwriter(s), all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and cause the Company's officers, directors and employees to supply all
         information, in each case, reasonably requested by any such Holder,
         underwriter, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness;

                  (vii) if requested by any selling Holders or the
         underwriter(s) in connection with such sale, if any, promptly
         incorporate in any Registration Statement or Prospectus, pursuant to a
         supplement or post-effective amendment if necessary, such information
         as such selling Holders and underwriter(s), if any, may reasonably
         request to have included therein, including, without limitation,
         information relating to the "Plan of Distribution" of the Transfer
         Restricted Securities, information with respect to the principal amount
         of Transfer Restricted Securities being sold to such underwriter(s),
         the purchase price being paid therefor and any other terms of the
         offering of the Transfer Restricted Securities to be sold in such
         offering; and make all required filings of such Prospectus supplement
         or


<PAGE>
                                                                              12


         post-effective amendment as soon as practicable after the Company is
         notified of the matters to be incorporated in such Prospectus
         supplement or post-effective amendment;

                  (viii) use their respective commercially reasonable efforts to
         cause the Transfer Restricted Securities covered by the Registration
         Statement to be rated with the appropriate rating agencies, if so
         requested by the Holders of a majority in aggregate principal amount of
         Notes covered thereby or the underwriter(s) in connection with such
         sale, if any, unless such Transfer Restricted Securities are already so
         rated;

                  (ix) furnish to each selling Holder and each of the
         underwriter(s) in connection with such sale, if any, without charge, at
         least one copy of the Registration Statement, as first filed with the
         Commission, and of each amendment thereto, including all documents
         incorporated by reference therein and all exhibits (including exhibits
         incorporated therein by reference);

                  (x) deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Company
         and the Guarantors hereby consent to the use of the Prospectus and any
         amendment or supplement thereto by each of the selling Holders and each
         of the underwriter(s), if any, in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto;

                  (xi) enter into such agreements (including an underwriting
         agreement), and make such representations and warranties with respect
         to the business of the Company as are customarily addressed in
         representations and warranties made by issuers to underwriters in
         underwritten offerings, and take all such other commercially reasonable
         actions in connection therewith in order to expedite or facilitate the
         disposition of the Transfer Restricted Securities pursuant to any
         Registration Statement contemplated by this Agreement, all to such
         extent as may be requested by the Initial Purchasers or by any Holder
         of Transfer Restricted Securities or underwriter in connection with any
         sale or resale pursuant to any Registration Statement contemplated by
         this Agreement; and whether or not an underwriting agreement is entered
         into and whether or not the registration is an Underwritten
         Registration, the Company and the Guarantors shall:

                           (A) furnish to the Initial Purchasers, each selling
             Holder and each underwriter, if any, in such substance and scope as
             they may reasonably request and as are customarily made by issuers
             to underwriters in primary underwritten offerings, upon the date of
             the Consummation of he Exchange Offer and, if applicable, the
             effectiveness of the Shelf Registration Statement:

                           (1) a certificate, dated the date of Consummation of
                  the Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, signed on behalf
                  of the Company and each of the Guarantors by the Chairman of
                  the Board, President or any Vice President and Treasurer or
                  Chief Financial Officer of the Company, confirming, as of the
                  date thereof, the matters


<PAGE>
                                                                              13


                  set forth in paragraph (h) of Section 7 of the Purchase
                  Agreement and such other matters as such parties may
                  reasonably request;

                           (2) opinions, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, of counsel or
                  counsels for the Company and the Guarantors, covering such
                  matters as are customarily covered in opinions given in
                  connection with underwritten firm commitment offerings.

                           (3) customary comfort letters, dated as of the date
                  of Consummation of the Exchange Offer or the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants, in the
                  customary form and covering matters of the type customarily
                  covered in comfort letters by underwriters in connection with
                  Underwritten Offerings, and affirming the matters set forth in
                  the comfort letters delivered pursuant to Section 7(f) and (g)
                  of the Purchase Agreement, without exception;

                           (B) set forth in full or incorporate by reference in
             the underwriting agreement, if any, the indemnification provisions
             and procedures of Section 8 hereof with respect to all parties to
             be indemnified pursuant to said Section; and

                           (C) deliver such other documents and certificates as
             may be reasonably requested by such parties to evidence compliance
             with clause (A) above and with any customary conditions contained
             in the underwriting agreement or other agreement entered into by
             the Company and the Guarantors pursuant to this clause (xi), if
             any.

                  The above shall be done at each closing under such
underwriting or similar agreement, as and to the extent required thereunder,
and, if at any time the representations and warranties of the Company and the
Guarantors contemplated in clause (A)(1) above cease to be true and correct in
any material respect, the Company and the Guarantors shall so advise the Initial
Purchasers and the underwriter(s), if any, each selling Holder and each
Restricted Broker-Dealer promptly and, if requested by such Persons, shall
confirm such advice in writing;

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders, the underwriter(s), if
         any, and its counsel in connection with the registration and
         qualification of the Transfer Restricted Securities under the
         securities or Blue Sky laws of such jurisdictions as the selling
         Holders or underwriter(s), if any, may request and do any and all other
         acts or things necessary or advisable to enable the disposition in such
         jurisdictions of the Transfer Restricted Securities covered by the
         applicable Registration Statement; provided, however, that neither the
         Company nor any Guarantor shall be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                  (xiii) shall issue, upon the request of any Holder of Senior
         Subordinated Notes covered by any Shelf Registration Statement
         contemplated by this Agreement, New


<PAGE>
                                                                              14


         Senior Subordinated Notes, having an aggregate principal amount equal
         to the aggregate principal amount of the Senior Subordinated Notes
         surrendered to the Company by such Holder in exchange therefor or being
         sold by such Holder; such New Senior Subordinated Notes to be
         registered in the name of such Holder or in the name of the
         purchaser(s) of such Notes, as the case may be; in return, the Senior
         Subordinated Notes held by such Holder shall be surrendered to the
         Company for cancellation;

                  (xiv) cooperate with the selling Holders and the
         underwriter(s), if any, to facilitate the timely preparation and
         delivery of certificates representing Transfer Restricted Securities to
         be sold and not bearing any restrictive legends; and enable such
         Transfer Restricted Securities to be in such denominations and
         registered in such names as the Holders or the underwriter(s), if any,
         may request at least two Business Days prior to any sale of Transfer
         Restricted Securities made by such underwriter(s);

                  (xv) use their respective commercially reasonable efforts to
         cause the disposition of the Transfer Restricted Securities covered by
         the Registration Statement to be registered with or approved by such
         other governmental agencies or authorities as may be necessary to
         enable the seller or sellers thereof or the underwriter(s), if any, to
         consummate the disposition of such Transfer Restricted Securities,
         subject to the proviso contained in clause (xii) above;

                  (xvi) subject to Section 6(c)(i), if any fact or event
         contemplated by clause 6(c)(iii)(D) above shall exist or have occurred,
         prepare a supplement or post-effective amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein in the light of the circumstances under which they were made
         not misleading;

                  (xvii) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of the Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depositary Trust Company;

                  (xviii) cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter" that is required to be retained in accordance with the
         rules and regulations of the NASD), and use their respective reasonable
         best efforts to cause such Registration Statement to become effective
         and approved by such governmental agencies or authorities as may be
         necessary to enable the Holders selling Transfer Restricted Securities
         to consummate the disposition of such Transfer Restricted Securities;

                  (xix) otherwise use their respective commercially reasonable
         efforts to comply with all applicable rules and regulations of the
         Commission, and make generally


<PAGE>
                                                                              15


         available to its security holders, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) for the twelve-month period (A) commencing
         at the end of any fiscal quarter in which Transfer Restricted
         Securities are sold to underwriters in a firm or best efforts
         Underwritten Offering or (B) if not sold to underwriters in such an
         offering, beginning with the first month of the Company's first fiscal
         quarter commencing after the effective date of the Registration
         Statement;

                  (xx) cause all Transfer Restricted Securities covered by the
         Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Company are then listed if
         requested by the Holders of a majority in aggregate principal amount of
         Senior Subordinated Notes or the managing underwriter(s), if any; and

                  (xxi) provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 and Section 15(d) of the Exchange Act.

                  (d) Restrictions on Holders. (i) Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in
writing (the "Advice") by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus. If so directed by the Company,
each Holder will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Transfer Restricted Securities that was current at the
time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including
the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated
by Section 6(c)(xvi) hereof or shall have received the Advice.

                  (ii) The Company may require a Holder of Transfer Restricted
         Securities to be included in a Registration Statement to furnish to the
         Company such information as required by law to be disclosed by such
         Holder in such Registration Statement, and the Company may exclude from
         such Registration Statement the Transfer Restricted Securities of any
         Holder who unreasonably fails to furnish such information within a
         reasonable time after receiving such request.

SECTION 7. REGISTRATION EXPENSES

                  All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a


<PAGE>
                                                                              16


Registration Statement becomes effective, including, without limitation: (i) all
registration and filing fees and expenses (including filings made by the Initial
Purchasers or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter") that may be required by the rules and
regulations of the NASD); (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the New Senior Subordinated Notes to be
issued in the Exchange Offer and printing of Prospectuses); (iv) all fees and
disbursements of counsel for the Company; (v) all messenger and delivery
services and telephone expenses of the Company and the Guarantors; (vi) all
application and filing fees in connection with listing Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vii) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).

                  The Company and the Guarantors will, in any event, bear their
internal expenses (including, without limitation, all salaries and expenses of
any of their officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company or the Guarantors.

SECTION 8. INDEMNIFICATION

                  (a) The Company and each Guarantor, jointly and severally,
shall indemnify and hold harmless each Holder, its directors, officers and each
person, if any, who controls such Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages, liabilities, judgments and actions, joint or several,
or any action in respect thereof (including, but not limited to, any loss,
claim, damage, liability, judgment or action relating to purchases and sales of
Notes), to which that Holder, its directors, officers or controlling persons may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability, judgment or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Preliminary Prospectus or Prospectus or
in any amendment or supplement thereto or (ii) the omission or alleged omission
to state in any Registration Statement, Preliminary Prospectus or Prospectus, or
in any amendment or supplement thereto, any material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall
reimburse such Holder and each such director, officer or controlling person
promptly upon demand for any legal or other expenses reasonably incurred by such
Holder, director, officer or controlling person in connection with investigating
or defending or preparing to defend against any such loss, claim, damage,
liability, judgment or action as such expenses are incurred; provided, however,
that the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability, judgment or action arises
out of, or is based upon, any untrue statement or alleged untrue statement or
omission or alleged omission made in any Registration Statement, Preliminary
Prospectus or Prospectus, or in any such amendment or supplement thereto, in
reliance upon and in conformity with written information concerning such Holder
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein. The foregoing indemnity agreement is in addition to any
liability which the Company may otherwise have to any Holder or to any director,
officer or controlling person of such Holder.


<PAGE>
                                                                              17


                  (b) Each Holder, severally and not jointly, shall indemnify
and hold harmless the Company, the Guarantors and their respective directors,
officers and each person, if any, who controls the Company or any Guarantor
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities,
judgments or actions, joint or several, or any action in respect thereof, to
which the Company, any Guarantor or any such director, officer or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability, judgment or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, Preliminary Prospectus or
Prospectus or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state in any Registration Statement, Preliminary Prospectus
or Prospectus, or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Holder furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein, and shall reimburse the Company, the Guarantors and any such director,
officer or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by the Company, any Guarantor or any such director,
officer or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability, judgment or
action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which any Holder may otherwise have to the Company,
any Guarantor or any such director, officer or controlling person.

                  (c) Promptly after receipt by any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b) (the "indemnified
party") of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against any
person against whom indemnity may be sought pursuant to Section 8(a) or 8(b)
(the "indemnifying party"), notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party and the payment of all
fees and expenses of such counsel shall be the responsibility of the
indemnifying party. After notice from the indemnifying party to the indemnified
party of the indemnifying party's election to assume the defense of such claim
or action, the indemnifying party shall not be liable to the indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation. In addition, any indemnified party shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified party unless (i) the employment of such counsel shall
have been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall


<PAGE>
                                                                              18


have failed to assume the defense of such action or employ counsel reasonably
satisfactory to the indemnified party or (iii) the named parties to any such
action (including any impleaded parties) include both the indemnified party and
the indemnifying party, and the indemnified party shall have been advised by
such counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party
(in which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of the indemnified party). In any such case,
the indemnifying party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) of all indemnified parties, and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by
Lehman Brothers Inc. in the case of the parties indemnified pursuant to Section
8(a), and by the Company in the case of parties indemnified pursuant to Section
8(b). No indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding, or (ii) be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

                  (d) If the indemnification provided for in this Section 8
shall for any reason be unavailable or insufficient to hold harmless an
indemnified party under Section 8(a) or 8(b) in respect of any loss, claim,
damage, liability, judgment or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage, liability, judgment or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company, Escrow Corp. and the Guarantors, on
the one hand, and the Holders, on the other, from the offering of the Notes or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, Escrow Corp. and the Guarantors, on the one hand, and the Holders,
on the other, with respect to the statements or omissions which resulted in such
loss, claim, damage, liability, judgment or action in respect thereof, as well
as any other relevant equitable considerations. The relative benefits received
by the Company, Escrow Corp. and the Guarantors, on the one hand, and the
Holders, on the other, with respect to such offering shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Senior
Subordinated Notes purchased under the Purchase Agreement (before deducting
expenses) received by Escrow Corp., on the one hand, and the total net proceeds
received by such Holder upon its resale of Notes less the amount paid by such
Holder for such Notes, on the other hand, bear to the total sum of such amounts.
The relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission


<PAGE>
                                                                              19


to state a material fact relates to information supplied by the Company and the
Guarantors or such Holder, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. Solely for the purposes of the preceding two sentences,
the net proceeds received by Escrow Corp. shall be deemed also to be indirectly
for the benefit of the Company and the Guarantors and the information supplied
by the Company and Escrow Corp. shall also be deemed to have been supplied by
the Guarantors. The Company, Escrow Corp. and the Guarantors and the Holders
agree that it would not be just and equitable if contributions pursuant to this
Section 8 were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage, liability, judgment or action in respect
thereof, referred to above in this Section 8, shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), no Holder,
and none of its directors, officers or controlling persons, shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total net proceeds received by such Holder upon its resale of Notes exceeds the
sum of the amount paid by such Holder for such Notes and the amount of any
damages which such Holder has otherwise paid or become liable to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute as provided in this Section 8(d) are several in
proportion to the respective principal amount of Notes held by each of the
Holders hereunder and not joint.

                  (e) The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

SECTION 9. RULE 144A

                  The Company and the Guarantors hereby agree with each Holder,
for so long as any Transfer Restricted Securities remain outstanding and during
any period in which the Company and the Guarantors are subject to Section 13 or
15(d) of the Exchange Act, to make available to any Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A.

SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATION

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.


<PAGE>
                                                                              20


SECTION 11. SELECTION OF UNDERWRITERS

                  For any Underwritten Offering, the investment banker or
investment bankers and manager or managers that will administer such offering
will be selected by the Holders of a majority in aggregate principal amount of
the Transfer Restricted Securities included in such offering; provided, that
such investment bankers and managers must be reasonably satisfactory to the
Company. Such investment bankers and managers are referred to herein as the
"underwriters."

SECTION 12. MISCELLANEOUS

                  (a) Remedies. Each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture, the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Company
and the Guarantors agree that monetary damages (including the Liquidated Damages
contemplated hereby) would not be adequate compensation for any loss incurred by
reason of a breach by them of the provisions of this Agreement and hereby agree
to waive the defense in any action for specific performance that a remedy at law
would be adequate.

                  (b) No Inconsistent Agreements. Neither the Company nor any
Guarantor will on or after the date of this Agreement enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor is currently bound by any agreement
granting registration rights with respect to its securities that conflicts with
the registration rights set forth herein.

                  (c) Adjustments Affecting the Senior Subordinated Notes.
Neither the Company nor any Guarantor will take any action, or permit any change
to occur, with respect to the Senior Subordinated Notes that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.

                  (d) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
Section 5 hereof and this Section 12(d), the Company has obtained the written
consent of the Holders of all outstanding principal amount of Transfer
Restricted Securities and (ii) in the case of all other provisions hereof, the
Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities. Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities being tendered or registered.


<PAGE>
                                                                              21


                  (e) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  With a copy to:

                           Lehman Brothers Inc.
                           745 Seventh Avenue
                           New York, New York 10019
                           Attention: Syndicate Registration
                           Telecopy No.: (212) 841-6625

                  (ii) if to the Initial Purchasers, to the address specified in
         Section 12(a) of the Purchase Agreement.

                  (iii) if to the Company:

                           Tesoro Petroleum Corporation
                           300 Concord Plaza Drive
                           San Antonio, Texas 78216-6999
                           Attention: Vice President and Treasurer
                           Telecopy No.: (210) 283-2080

                  With a copy to:

                           Fulbright & Jaworski L.L.P.
                           1301 McKinney, Suite 5100
                           Houston, Texas 77010-3095
                           Attention: Charles L. Strauss, Esq.
                           Telecopy No.: (713) 651-5246

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted


<PAGE>
                                                                              22


Securities; provided, however, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
owning and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable by a court of competent jurisdiction, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.

                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.


<PAGE>
                                                                              23


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                       TESORO PETROLEUM CORPORATION


                                       By:  /s/ Gregory A. Wright
                                          --------------------------------------
                                          Name:  Gregory A. Wright
                                          Title: Senior Vice President and
                                                 Chief Financial Officer


                                       FAR EAST MARITIME COMPANY
                                       GOLD STAR MARITIME COMPANY
                                       TESORO FINANCIAL SERVICES HOLDING
                                       COMPANY
                                       VICTORY FINANCE COMPANY


                                       By:  /s/ Gregory A. Wright
                                          --------------------------------------
                                          Name:  Gregory A. Wright
                                          Title: Attorney-In-Fact

                                       DIGICOMP INC.
                                       KENAI PIPE LINE COMPANY
                                       SMILEY'S SUPER SERVICE, INC.
                                       TESORO ALASKA COMPANY
                                       TESORO ALASKA PIPELINE COMPANY
                                       TESORO AVIATION COMPANY
                                       TESORO GAS RESOURCES COMPANY, INC.
                                       TESORO HAWAII CORPORATION
                                       TESORO HIGH PLAINS PIPELINE
                                       COMPANY
                                       TESORO MARINE SERVICES HOLDING
                                       COMPANY
                                       TESORO MARINE SERVICES, LLC
                                       TESORO MARITIME COMPANY
                                       TESORO NORTHSTORE COMPANY
                                       TESORO PETROLEUM COMPANIES, INC.
                                       TESORO REFINING AND MARKETING
                                       COMPANY


<PAGE>
                                                                              24


                                       TESORO TECHNOLOGY COMPANY
                                       TESORO TRADING COMPANY
                                       TESORO VOSTOK COMPANY


                                       By:   /s/ Gregory A. Wright
                                          --------------------------------------
                                          Name:  Gregory A. Wright
                                          Title: Senior Vice President and
                                                 Chief Financial Officer




Accepted:

LEHMAN BROTHERS INC.
ABN AMRO, INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
CREDIT LYONNAIS SECURITIES (USA), INC.
SCOTIA CAPITAL (USA) INC.

By: /s/ Edward Conway
   ----------------------------------
       (Authorized Representative)
Name:  Edward Conway
Title: Managing Director