Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells them. This Prospectus may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes received by it for its own account in the Registered Exchange Offer, and any broker or dealer that participates in a distribution of such Exchange Notes, may be deemed to be an "underwriter" under the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateeffective date of the Exchange Offer Registration Statement, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-any such broker dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents as provided in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Annex C ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Initial Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account We may sell any of the securities being offered pursuant to this prospectus in the Registered Exchange Offer must acknowledge that it will deliver any manner specified in a prospectus when it resells them. This Prospectus may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the Notes were acquired as a result of market-making activities supplement or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in any such resaleof the following manners: ● directly to purchasers; ● to or through underwriters; ● through dealers or agents; or ● through a combination of methods. In addition, until ____________, all dealers effecting transactions in We may distribute the Exchange Notes may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter marketat a fixed price or prices, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resalewhich may be changed, at market prices prevailing at the time of resalesale, at prices related to the prevailing market prices or at negotiated prices. Any resale We may also determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. The prospectus supplement with respect to securities being offered will set forth the terms of the offering, including the names of the underwriters, dealers or agents, if any, the purchase price of the securities, the net proceeds to us, any underwriting discounts and other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be made directly listed. Also, if applicable, we will describe in the prospectus supplement how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the underwriters’ obligations with respect to the auction. If an underwriter is used in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from the broker-dealer underwriters and/or commissions from the purchasers of any such Exchange Notesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any broker-dealer that resells Exchange Notes received by it for its own account agent involved in the Registered Exchange Offeroffer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers will be provided in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such Exchange Notes, the securities may be deemed to be an "underwriter" under the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" underwriters within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amendedamended (the “Securities Act”), with regard to all and any discounts and commissions received by them and any profit realized by them on resale of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes securities may be sold deemed to be underwriting discounts and any restrictions commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Any common stock will be listed on the CUSIP designation NASDAQ Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are no longer appropriate repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be removedan underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). I understand In addition, we may otherwise loan or pledge securities to a financial institution or other third party that upon receipt in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of this letterother securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. In compliance with the guidelines of the Financial Industry Regulatory Authority, DTC will remove Inc., or FINRA, the maximum consideration or discount to be received by any stop FINRA member or restriction on its system independent broker dealer may not exceed 8% of the aggregate proceeds of the offering. The underwriters, dealers and agents may engage in transactions with respect to this issue. As alwaysus, please do not hesitate to call if we can be or perform services for us, in the ordinary course of further assistance. Very truly yours,business for which they receive compensation.

Plan of Distribution. Each broker-dealer that receives Exchange Notes exchange notes for its own account in pursuant to the Registered Exchange Offer exchange offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such exchange notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes exchange notes received in exchange for Notes securities where the Notes such securities were acquired as a result of market-making activities or other trading activities. The Issuers have Cricket has agreed that, starting beginning on the Expiration Date date of consummation of the exchange offer and ending on the close of business one year after the Expiration Dateconsummation of the exchange offer, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _________, ___, all dealers effecting transactions in the Exchange Notes exchange notes may be required to deliver a prospectus. The Issuers company will not receive any proceeds from any sale of Exchange Notes exchange notes by broker-dealers. Exchange Notes notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange Notesexchange notes. Any broker-dealer that resells Exchange Notes exchange notes that were received by it for its own account in pursuant to the Registered Exchange Offer, exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes, exchange notes may be deemed to be an "“underwriter" under ” within the meaning of the Act and any profit from of any such resale of Exchange Notes exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. For a period of one year after the Expiration Dateconsummation of the exchange offer, the Issuers Cricket will promptly send a reasonable number of additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Cricket has agreed to pay all expenses incident to the Registered Exchange Offer exchange offer (including the expenses of one counsel for the holders holder of the Notes), securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The : Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange Notes for its own account in exchange for NotesSecurities, it represents that the Notes Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateeffective date of the Exchange Offer Registration Statement, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-any such broker dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents as provided in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Annex C

Plan of Distribution. Each We are registering shares of common stock that have been or may be issued by us from time to time to Hanover under the Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling stockholder may arrange for other broker-dealers to participate. Hanover is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that receives Exchange Notes for its own account may participate in the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themresale of the shares. This Prospectus Because Hanover is, and any other selling stockholder, broker, dealer or agent may be used deemed to be, an “underwriter” within the meaning of the Securities Act, Hanover will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where as principal and resale by the Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any such resalemethods of sale; and · any other method permitted pursuant to applicable law. In addition, until ____________the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, all if they act as agent for the purchaser of such shares, from such purchaser). Hanover has informed us that each such broker-dealer will receive commissions from Hanover which will not exceed customary brokerage commissions. Broker-dealers effecting transactions in may agree with the Exchange Notes may be selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by fulfill the broker-dealersdealer commitment to the selling stockholder. Exchange Notes received by brokerBroker-dealers for their own account in the Registered Exchange Offer who acquire shares as principal may be sold thereafter resell such shares from time to time in one or more transactions in (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the over-the-counter market, in negotiated transactions, through nature described above and pursuant to the writing one or more of options on the Exchange Notes or a combination of such methods of resaledescribed above) at fixed prices, at prevailing market prices prevailing at the time of resalethe sale, at varying prices related to prevailing market prices determined at the time of sale, or at negotiated prices. Any resale , and in connection with such resales may be made directly to purchasers or pay to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: · the name of any such Exchange Notes. Any broker-dealer dealers; · the number of shares involved; · the price at which such shares are to be sold; · the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; · that resells Exchange Notes received such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and · other facts material to the transaction. Hanover has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for its own account sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the Registered sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange OfferAct and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any broker or dealer that participates of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in a the distribution of such Exchange Notesthe shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, may be deemed to be an "underwriter" the anti-manipulation rules under the Exchange Act and any profit from any such resale may apply to sales of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter shares of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests common stock in the Letter market. All of Transmittalthe foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. The Issuers We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, Hanover will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holders sale of the Notes), shares of common stock. We have agreed to indemnify Hanover and certain other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableHanover has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Hanover specifically for use in this prospectus or, add information if such indemnity is unavailable, to contribute amounts required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOto be paid in respect of such liabilities. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either At any time a particular offer of the Issuersshares of common stock is made by the selling stockholder, that any Exchange Notes to be received by it a revised prospectus or prospectus supplement, if required, will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement distributed. Such prospectus supplement or post-effective amendment will be filed with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under to reflect the Securities Act disclosure of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this issue. As alwaysprospectus for certain periods of time for certain reasons, please do not hesitate including if the prospectus is required to call if we can be of further assistance. Very truly yours,supplemented or amended to include additional material information.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2003, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange New Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange New Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers We have agreed that, starting on the Expiration Date effective date of the registration statement of which this prospectus is a part and ending on the close of business one year 180-days after the Expiration Datesuch date or such shorter period as will terminate when all New Notes held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), it we will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20 , all dealers effecting transactions in the Exchange New Notes may be required to deliver a prospectus. The Issuers We will not receive any proceeds from any sale of Exchange New Notes by brokerbrokers-dealers. Exchange New Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange New Notes. Any broker-dealer that resells Exchange New Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Notes may be deemed to be an "“underwriter" under ” within the meaning of the Act and any profit from of any such resale of Exchange New Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. Furthermore, any broker-dealer that acquired any of the old notes directly from us: • may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and • must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Act relating to any resale transaction. For a period of one year 180-days after the Expiration Dateeffective date of the registration statement of which this prospectus is a part or such shorter period as will terminate when all New Notes held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), the Issuers we will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange New Notes and it has no arrangements or understandings with any Person to participate in a distribution of the New Notes. If the undersigned is a broker-dealer that will receive Exchange New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange 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 in connection with any resale of such Exchange New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where the such Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 200 , all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the a Registered Exchange Offer (including or Shelf Registration, however in the latter case, it will pay the expenses of one counsel for the holders Holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and Notes only if the Shelf Registration is not underwritten. The Company will indemnify the holders Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________August 13, 1999, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, consummation of the Issuers Registered Exchange Offer the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2001 all dealers effecting ---- transactions in the Exchange Notes may be required to deliver a prospectus. prospectus./1/ The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discountscommissions ---------- /1/ In addition, commissions and counsel fees the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508._] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:_____________________________________ Address:__________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where the such Existing Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Issuer has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________________, 199_, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. prospectus.(1) The Issuers Issuer will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions profit on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt any such resale of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Exchange

Plan of Distribution. Each broker-dealer that receives Exchange Notes Debentures for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Debentures. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Debentures received in exchange for Notes Debentures where the Notes such Debentures were acquired as a result of market-making activities or other trading activities. The Issuers have Holdings has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________August 13, 1999, all dealers effecting transactions in the Exchange Notes Debentures may be required to deliver a prospectus. The Issuers Holdings will not receive any proceeds from any sale of Exchange Notes Debentures by broker-dealers. Exchange Notes Debentures received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Debentures or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesDebentures. Any broker-dealer that resells Exchange Notes Debentures that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Debentures may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Debentures and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, the Issuers Holdings will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Holdings has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Debentures) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Debentures (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange New Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themmeeting the requirements of the Securities Act in connection with any resale of such New Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange New Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close of business one year on the 45th day after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange New Notes by broker-dealers. Exchange New Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange New Notes. Any broker-dealer that resells Exchange New Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectusprospectus meeting the requirements of the Securities Act, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 45 days after the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items items 507 and/or 508.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:_____________________________________ Address:: ______________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if ______________________________________ ______________________________________ Rider B If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange New Notes. If the undersigned is a broker-dealer that will receive Exchange New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange 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 in connection with any resale of such Exchange New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Roll-Over Notes where the such Roll-Over Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 199 , all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. prospectus./1/ The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-broker- dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Roll-Over Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Roll-Over Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Roll-Over Notes (including any broker-broker- dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable------------------ /1/ In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.will appear on the back cover page of the Exchange Offer prospectus. [_] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:_____________________________________ Address:: ______________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,_____________________________________

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Consenting Notes where the such Consenting Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Consenting Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Consenting Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes exchange notes for its own account in pursuant to the Registered Exchange Offer exchange offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such exchange notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes exchange notes received in exchange for Notes unregistered notes where the Notes such unregistered notes were acquired as a result of market-making activities or other trading activities. The Issuers To the extent any such broker-dealer participates in the exchange offer, we have agreed that, starting on the Expiration Date and ending on the close that for a period of business one year after the Expiration Date, it up to 180 days we will use commercially reasonable efforts to make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers We will not receive any proceeds from any sale of Exchange Notes exchange notes by broker-dealers. Exchange Notes notes received by broker-dealers for their own account in accounts pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes exchange notes or a combination of such these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notesexchange notes. Any broker-dealer that resells Exchange Notes exchange notes that were received by it for its own account in pursuant to the Registered Exchange Offer, exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes, exchange notes may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act of 1933, as amended (the “Act”) and any profit from on any such resale of Exchange Notes exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter letter of Transmittal transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees exchange offer and will indemnify the holders of the Notes (outstanding notes, including any broker-dealers) , against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 200 , all dealers alers effecting transactions in the Exchange Notes Securities may be required to requirxx xx deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable---------------- 1 In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.] will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : ----------------------------------------------------- Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : ----------------------------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Initial Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________, 200 , all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes Securities by brokerBrokers-dealersDealers. Exchange Notes Securities received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange NotesSecurities. Any brokerBroker-dealer Dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "“underwriter" under ” within the Act meaning of the Act, and any profit from of any such resale of Exchange Notes Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The : If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired Securities in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange Notes Securities for its own account in exchange for NotesSecurities, it represents that the Notes Securities to be exchanged for Exchange Notes Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________ 200_, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange Notes. Any brokerBroker-dealer Dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : ------------------------------------ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,------------------------------------ ------------------------------------

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateexpiration of the Exchange Offer, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[ ], all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, expiration of the Issuers Exchange Offer the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx XxxxxxEXHIBIT B Tritel PCS, 00xx Xxxxx Xxx XxxxInc. Subsidiaries* ----------------------------- ---------------------------------------------------------------------------- Subsidiary State of Formation ---------------------------------------------------------------------------- Tritel Communications, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers HoldingsInc. DE ---------------------------------------------------------------------------- Tritel Finance, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-Inc. DE ---------------------------------------------------------------------------- Tritel C/F Holding Corp. DE ---------------------------------------------------------------------------- Tritel A/B Holding Corp. DE ---------------------------------------------------------------------------- NexCom, Inc. DE ---------------------------------------------------------------------------- ClearCall, Inc. DE ---------------------------------------------------------------------------- Global PCS, Inc. DE ---------------------------------------------------------------------------- ClearWave, Inc. DE ---------------------------------------------------------------------------- DigiNet PCS, Inc. DE ---------------------------------------------------------------------------- Tritel License - Alabama, Inc. DE ---------------------------------------------------------------------------- AirCom PCS, Inc. AL ---------------------------------------------------------------------------- QuinCom, Inc. AL ---------------------------------------------------------------------------- DigiCom, Inc. DE ---------------------------------------------------------------------------- DigiCall, Inc. DE ---------------------------------------------------------------------------- Tritel License -- Florida, Inc. DE ---------------------------------------------------------------------------- Tritel License -- Georgia, Inc. DE ---------------------------------------------------------------------------- _____________________ under *The Company is the Securities Act only subsidiary of 1933Tritel, as amendedInc. EXHIBIT C Description of the Company's Capital Stock The Company has issued an outstanding 1,000 shares of common stock, with regard to par value $0.01, all of the Notes referenced above. Accordinglywhich are held by Tritel, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Inc. EXHIBIT D FCC Licenses

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells them(the “Prospectus”) in connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes received in exchange for New Notes where the such New Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date date the Exchange Offer Registration Statement is declared effective and ending on the close of business one year 90 days after the Expiration Datesuch date, it they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20__, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealersBroker- Dealers. Exchange Notes received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer and/or Dealer or the purchasers of any such Exchange Notes. Any brokerBroker-dealer Dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "“underwriter" under ” within the meaning of the Act and any profit from of any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. [The Letter of Transmittal states that by by][By] acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. For a period of one year 90 days after the Expiration Datedate the Exchange Offer Registration Statement is declared effective, the Issuers will Company shall promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents [in the Letter of Transmittal]. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the New Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Items 507 and 508 of Regulation S-K Items 507 and/or 508.K.] ANNEX D Rider A ☐ CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS NEW NOTES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOTHERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR SUCH NEW NOTES. [_] Name:____________________________________ : Address:_________________________________ The : Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer Broker- Dealer that will receive Exchange Notes for its own account in exchange for New Notes, it represents that the New Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________200__, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where the such Existing Notes were acquired as a result of market-market making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as it may be amended or supplementedsupplemented from time to time, available to any broker-dealer for use in connection with any such resale. In addition, until _____________, 199_, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. .* The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Senior Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, liabilities including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:___________________________________________________________ Address:__________________________________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if __________________________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents Senior Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (Schedule I to the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Rights Agreement

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Date, it they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________________, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Date, Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for existing Notes where the such existing Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[ ], 1999, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. */ The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or for the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holders Holders of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D _____ /____/ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:___________________________________________ Address:: _________________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if _________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where the such Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _____________,1999, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Initial Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Initial Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, --------------- 199 , all dealers effecting transactions in the Exchange Notes Securities may be - required to deliver a prospectus. /1/ The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date-------- /1/ In addition, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of will appear on the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement back cover page of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange New Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange New Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________[ ], 2001, all dealers effecting transactions in the Exchange New Notes may be required to deliver a prospectus. The Issuers Company and the Guarantor will not receive any proceeds from any sale of Exchange New Notes by brokerbrokers-dealers. Exchange New Notes received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange New Notes. Any brokerBroker-dealer Dealer that resells Exchange New Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange New Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Issuers Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:_____________________________________ Address:: ______________________________________ The ______________________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange New Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange New Notes and it has not arrangements or understandings with any Person to participate in a distribution of the New Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange 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 in connection with any resale of such Exchange New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where the such Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateeffective date of the Exchange Offer Registration Statement, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20[ ] , all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, effective date of the Issuers Exchange Offer Registration Statement the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange New Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange New Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantor have agreed that, starting on the Expiration Date and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________, [ • ] all dealers effecting transactions in the Exchange New Notes may be required to deliver a prospectus. The Issuers Company and the Guarantor will not receive any proceeds from any sale of Exchange New Notes by brokerbrokers-dealers. Exchange New Notes received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange New Notes. Any brokerBroker-dealer Dealer that resells Exchange New Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange New Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Issuers Company and the Guarantor will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The : Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange New Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange New Notes and it has no arrangements or understandings with any Person to participate in a distribution of the New Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange 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 in connection with any resale of such Exchange New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on during the Expiration Date and ending on the close of business one year after the Expiration DateExchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _____________ 2003, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Act. For a period of one year after the Expiration DateExchange Offer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees fees) and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ : The undersigned represents that it is not an affiliate of either Affiliate of the IssuersCompany, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx55 Water Street, 00xx 50th Floor New York, NY 10041 Re: 0 0/0% Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 0000 (the xxx "NotesXxxxx") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation xx DIMON Incorporated Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,, Authorized Officer 1324:

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2013, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.[ ] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [__________] 200[__], all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes New Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes New Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes New Securities by broker-dealers. Exchange Notes New Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange NotesNew Securities. Any broker-dealer that resells Exchange Notes New Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange Notes New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year after the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicableIF APPLICABLE, add information required by Regulation ADD INFORMATION REQUIRED BY REGULATION S-K Items ITEMS 507 and/or AND/OR 508.] 21 ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : -------------------------------------------------- Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,-------------------------------------------------- -------------------------------------------------- --------------------------------------------------

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells them. This Prospectus The Fund may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed thatoffer, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Registered Exchange Offer may be sold from time to time time, Common Shares, and certain of the Fund’s shareholders may sell Common Shares, on an immediate, continuous or delayed basis, in one or more transactions in underwritten public offerings, “at the over-the-counter market” offerings (through one or more underwriters or dealers, in negotiated transactionsincluding but not limited to UBS Securities LLC, through acting as principal or agent for the writing of options on the Exchange Notes Fund) or a combination of such methods of resaleboth offerings under this Prospectus and any related prospectus supplement. The Fund may offer to sell securities either at a fixed price or at prices that may vary, at market prices prevailing at the time of resalesale, at prices related to prevailing market prices prices, or at negotiated prices. Any resale underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will disclose any sales loads, discounts, commissions, fees or other compensation paid to any underwriter, dealer or agent, the offering price, net proceeds and use of proceeds and the terms of any offering of the securities. Underwriters or agents may be made directly to purchasers receive compensation from the Fund in the form of discounts, concessions or commissions. Underwriters may sell Common Shares to or through brokers or dealers, and such dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from the broker-dealer underwriters and/or commissions from the purchasers of any such Exchange Notesfor whom they may act as agents. Any broker-dealer Underwriters, dealers and agents that resells Exchange Notes received by it for its own account participate in the Registered Exchange Offer, and any broker or dealer that participates in a distribution of such Exchange Notes, the Common Shares may be deemed to be an "underwriter" underwriters under the Act Securities Act, and any discounts and commissions they receive from the Fund and any profit from any such realized by them on the resale of Exchange Notes and any commissions or concessions received by any such persons the Common Shares may be deemed to be underwriting compensation discounts and commissions under the Securities Act. The Letter of Transmittal states that by acknowledging that it Any such compensation received from the Fund will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests described in the Letter of Transmittalapplicable prospectus supplement. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses maximum amount of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes compensation to be received by it any Financial Industry Regulatory Authority member or independent broker-dealer will not exceed 8.0% for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. The Fund will not pay any compensation to any underwriter or agent in the form of warrants, options, consulting or structuring fees or similar arrangements. If a prospectus supplement so indicates, the Fund may grant the underwriters an option, exercisable for 45 days from the date of the prospectus supplement, to purchase an additional amount of Common Shares to cover over-allotments, if any, at the public offering price, less the underwriting discounts and commissions. The underwriters or agents may exercise such option solely for the purpose of covering over-allotments incurred in the sale of the Common Shares offered hereby. In connection with an offering, the underwriters or agents may purchase and sell Common Shares in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with an offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the Common Shares and syndicate short positions involve the sale by the underwriters of a greater number of Common Shares than they are required to purchase from the Fund in an offering. The underwriters or agents also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Common Shares sold in an offering for their account may be acquired reclaimed by the syndicate if such Common Shares are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Common Shares, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time without notice. These transactions may be effected on the NYSE or otherwise.‌‌‌ The Fund anticipates that from time to time certain underwriters or agents may act as brokers or dealers in connection with the execution of the Fund’s portfolio transactions after they have ceased to be underwriters or agents and, subject to certain restrictions, may act as brokers while they are underwriters or agents. Certain underwriters and agents have performed investment banking and advisory services for the Adviser and its related parties from time to time, for which they have received customary fees and expenses. Certain underwriters and agents may, from time to time, engage in transactions with or perform services for the Adviser and its affiliates in the ordinary course of business business. A prospectus and that at accompanying prospectus supplement in electronic form may be made available on the time websites maintained by the Fund, the underwriters and agents. The underwriters and agents may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations of securities for Internet distributions will be made on the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notessame basis as other allocations. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes securities may be sold by the underwriters and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect agents to this issue. As always, please do not hesitate securities dealers who resell securities to call if we can be of further assistance. Very truly yours,online brokerage account holders.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes New Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes New Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on during the Expiration Date and ending on the close of business one year after the Expiration DateExchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________, 20[ ] all dealers effecting transactions in the Exchange Notes New Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes New Securities by broker-dealers. Exchange Notes New Securities received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange NotesNew Securities. Any brokerBroker-dealer Dealer that resells Exchange Notes New Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Securities may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from of any such resale of Exchange Notes New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year after During the Expiration DateExchange Offer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The : Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired New Securities in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesNew Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange Notes New Securities for its own account in exchange for NotesSecurities, it represents that the Notes Securities to be exchanged for Exchange Notes New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesNew Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Dateeffective date of the Exchange Offer Registration Statement, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-any such broker dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents as provided in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Annex C

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [_____] 199[_______], all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Issuer has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________40 days after the commencement of the offering, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Issuer will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Issuer will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 199_, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : -------------------------------------------------------- Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : ---------------------------------------------------- ---------------------------------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 1999, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 135 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _________until, 200___, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. .* The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 135 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of -------------------------------------- * In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Notes Exchange Offer Prospectus. the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.ANNEX C [ ] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : --------------------------------------------------------- Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : ------------------------------------------------------ ------------------------------------------------------ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Initial Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 200__, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes Securities by brokerBrokers-dealersDealers. Exchange Notes Securities received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange NotesSecurities. Any brokerBroker-dealer Dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Act and any profit from of any such resale of Exchange Notes Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] . ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [Name: _] Name:________________________________________ Address:: _________________________________________ The _________________________________________ If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired Securities in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive Exchange Notes Securities for its own account in exchange for NotesSecurities, it represents that the Notes Securities to be exchanged for Exchange Notes Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 2000, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes We entered into the Purchase Agreement with Aspire Capital on May 30, 2018. In consideration for its own account in entering into the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells them. This Prospectus may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where Purchase Agreement, we issued the Notes were acquired as a result of market-making activities or other trading activitiesCommitment Shares to Aspire Capital. The Issuers have agreed Purchase Agreement provides that, starting on upon the Expiration Date terms and ending on subject to the close conditions set forth therein, Aspire Capital is irrevocably committed to purchase up to an aggregate of business one year after $20,000,000 of shares of our common shares up and until April l7, 2020. As of May 1, 2019, we have $12,073,999 remaining for sale pursuant to the Expiration DatePurchase Agreement, it will make which is the amount that we are offering pursuant to this Prospectus, as amended or supplemented, available to any broker-dealer for use in any such resale. In addition, until ____________, all dealers effecting transactions in prospectus supplement and the Exchange Notes may be required to deliver a accompanying prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes received by it for its own account in the Registered Exchange Offer, and any broker or dealer that participates in a distribution of such Exchange Notes, may be deemed to be an "underwriter" under the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it Aspire Capital is an "“underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" ” within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx XxxxxxNeither we nor Aspire Capital can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between Aspire Capital, 00xx Xxxxx Xxx Xxxxany other shareholder, XX 00000 Re: 15% Senior Discount Notes Due 2008 (broker, dealer, underwriter, or agent relating to the "Notes") sale or distribution of Petro Stopping Centers Holdingsthe shares offered by this prospectus supplement. At the time a particular offer of shares is made, L.P. a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and Petro Holdings Financial Corporation Ladies any other required information. We will pay all of the expenses incident to the registration, offering, and Gentlemen: Please be advised that sale of the Securities shares to Aspire Capital. We have agreed to indemnify Aspire Capital and Exchange Commission has declared effective a Registration Statement on Form S-__ certain other persons against certain liabilities in connection with the offering of shares of common shares offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of 1933such liabilities. Aspire Capital has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Aspire Capital specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Aspire Capital and its affiliates have agreed not to engage in any direct or indirect short selling or hedging of our common shares during the term of the Purchase Agreement. We have advised Aspire Capital that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, with regard Regulation M precludes the selling shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to all induce any person to bid for or purchase any security which is the subject of the Notes referenced abovedistribution until the entire distribution is complete. AccordinglyRegulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby this prospectus. We may suspend the sale of shares to Aspire Capital pursuant to this prospectus for certain periods of time for certain reasons, there including if the prospectus is no longer any restriction as required to whom such Notes may be sold and any restrictions supplemented or amended to include additional material information. This offering will terminate on the CUSIP designation are no longer appropriate and may be removed. I understand date that upon receipt of all shares offered by this letter, DTC will remove any stop or restriction on its system with respect prospectus have been sold to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Aspire Capital.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Registration Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Date, it they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[DATE], all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company and the Guarantors will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Registration Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Registration Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantors have agreed to pay all expenses incident to the Registered Registration Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20 , all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. prospectus.1 The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable1 In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.] will appear on the back cover page of the Exchange Offer prospectus. ANNEX D ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company on behalf of itself and the Subsidiary Guarantors has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 200__, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year after the Expiration Date, Date the Issuers Company and the Subsidiary Guarantors will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers Company and the Subsidiary Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each We are registering shares of common stock that have been or may be issued by us from time to time to Magna under the Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling stockholder may arrange for other broker-dealers to participate. Magna is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Magna has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Magna has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that receives Exchange Notes for its own account may participate in the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themresale of the shares. This Prospectus Because Magna is, and any other selling stockholder, broker, dealer or agent may be used deemed to be, an “underwriter” within the meaning of the Securities Act, Magna will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where as principal and resale by the Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any such resalemethods of sale; and · any other method permitted pursuant to applicable law. The selling stockholder may also sell shares of common stock covered by this prospectus pursuant to Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, until ____________the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, all if they act as agent for the purchaser of such shares, from such purchaser). Magna has informed us that each such broker-dealer will receive commissions from Magna which will not exceed customary brokerage commissions. Broker-dealers effecting transactions in may agree with the Exchange Notes may be selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by fulfill the broker-dealersdealer commitment to the selling stockholder. Exchange Notes received by brokerBroker-dealers for their own account in the Registered Exchange Offer who acquire shares as principal may be sold thereafter resell such shares from time to time in one or more transactions in (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the over-the-counter market, in negotiated transactions, through nature described above and pursuant to the writing one or more of options on the Exchange Notes or a combination of such methods of resaledescribed above) at fixed prices, at prevailing market prices prevailing at the time of resalethe sale, at varying prices related to prevailing market prices determined at the time of sale, or at negotiated prices. Any resale , and in connection with such resales may be made directly to purchasers or pay to or through brokers receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or dealers who may receive compensation in a supplemental prospectus will be filed, disclosing: · the form name of commissions any such broker-dealers; · the number of shares involved; · the price at which such shares are to be sold; · the commission paid or discounts or concessions from allowed to such broker-dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and · other facts material to the transaction. Magna has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer and/or shall not be greater than eight percent (8%) of the purchasers gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such Exchange Notesstates only through registered or licensed brokers or dealers. Any broker-dealer In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that resells Exchange Notes received by it for its own account the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the Registered sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange OfferAct and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any broker or dealer that participates of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in a the distribution of such Exchange Notesthe shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, may be deemed to be an "underwriter" the anti-manipulation rules under the Exchange Act and any profit from any such resale may apply to sales of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter shares of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests common stock in the Letter market. All of Transmittalthe foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. The Issuers We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, Magna will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holders sale of the Notes), shares of common stock. We have agreed to indemnify Magna and certain other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableMagna has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Magna specifically for use in this prospectus or, add information if such indemnity is unavailable, to contribute amounts required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOto be paid in respect of such liabilities. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either At any time a particular offer of the Issuersshares of common stock is made by the selling stockholder, that any Exchange Notes to be received by it a revised prospectus or prospectus supplement, if required, will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement distributed. Such prospectus supplement or post-effective amendment will be filed with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under to reflect the Securities Act disclosure of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this issue. As alwaysprospectus for certain periods of time for certain reasons, please do not hesitate including if the prospectus is required to call if we can be of further assistance. Very truly yours,supplemented or amended to include additional material information.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[ ], 199[ ], all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees and Company will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date date hereof and ending on the close of business one year on the earlier to occur of (i) the date on which all Exchange Securities held by broker-dealers eligible to use the Prospectus to satisfy their prospectus delivery obligations under the Securities Act have been sold and (ii) the date 180 days after the consummation of the Registered Exchange Offer (the "Expiration Date"), it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[ ] 199[ ], all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period starting on the date hereof and ending on the close of one year after business on the earlier to occur of (i) the date on which all Exchange Securities held by broker-dealers eligible to use the Prospectus to satisfy their prospectus delivery obligations under the Securities Act have been sold and (ii) the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in(i) acquiring the Exchange Securities in the ordinary course of its business, and (ii) has no arrangement or understanding with any person, nor does not it intend to engage in, a distribution (as that term is interpreted by the Securities and Exchange Commission) of Exchange NotesSecurities and (iii) it is not an affiliate (as that term is interpreted by the Securities and Exchange Commission) of the Company. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 2003 all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. prospectus.(1) The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes Securities for its own account in the Registered Exchange Offer pursuant to this exchange offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers We have agreed that, starting on the Expiration Date effective date of the registration statement of which this prospectus is a part and ending on the close of business one year 180 days after the Expiration Datesuch date or such shorter period as will terminate when all Exchange Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which Broker-Dealers are required by law to deliver such prospectus), it we will make this Prospectusprospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 202__, all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. The Issuers We will not receive any proceeds from any sale of Exchange Notes Securities by brokerBroker-dealersDealers. Exchange Notes Securities received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange NotesSecurities. Any brokerBroker-dealer Dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer Broker-Dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "“underwriter" under ” within the meaning of the Act and any profit from of any such resale of Exchange Notes Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter letter of Transmittal transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. Furthermore, any Broker-Dealer that acquired any of the old notes directly from us: · may not rely on the applicable interpretation of the staff of the Commission’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Sxxxxxxx & Sxxxxxxx dated July 2, 1993 and similar no-action letters; and · must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Act relating to any resale transaction. For a period of one year 180 days after the Expiration Dateeffective date of the registration statement of which this prospectus is a part or such shorter period as will terminate when all Exchange Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which Broker-Dealers are required by law to deliver such prospectus), the Issuers we will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any brokerBroker-dealer Dealer that so requests such documents in the Letter letter of Transmittaltransmittal. The Issuers We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders holder of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The : If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquiring the Issuers, that any Exchange Notes to be received by it will be acquired Securities in the ordinary course of business and its business, that at the time of the commencement of the Registered Exchange Offer it had has no arrangement or understanding with any person Person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents Securities and that it is not engaged in, and does not intend to engage in, a distribution an affiliate of Exchange Notesthe Company as such terms are interpreted by the Commission. If the undersigned is a brokerBroker-dealer that will receive Exchange Notes for its own account in exchange for NotesDealer, then it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver has a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system delivery requirement with respect to this issue. As always, please do not hesitate resales of the Exchange Securities and the Commission has taken the position that Broker-Dealers may fulfill their prospectus delivery requirements with respect to call if we can be resales of further assistance. Very truly yours,the Exchange Securities (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange Offer Registration Statement relating to such Exchange Securities.

Plan of Distribution. Each broker-dealer that receives Exchange Notes New Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such New Securities. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes New Securities received in exchange for Notes Securities where the Notes such Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close of business one year after on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. The Issuers Company will not receive any proceeds from any sale of Exchange Notes New Securities by broker-dealers. Exchange Notes New Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or the purchasers of any such Exchange NotesNew Securities. Any broker-dealer that resells Exchange Notes New Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, New Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from of any such resale of Exchange Notes New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one 1 year after the Expiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] 20 ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,Rider B

Plan of Distribution. Each broker-dealer that receives Exchange Notes for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Notes. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where the such Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Date, it they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________, 20[ ], all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. prospectus.1 The Issuers will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account in pursuant to the Registered Registration Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in pursuant to the Registered Registration Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Notes may be deemed to be an "“underwriter" under ” within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Securities Act. For a period of one year 90 days after the Expiration Date, Date the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all expenses incident to the Registered Registration Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' commissions or concessions of any brokers or dealers and brokers' discountstransfer taxes. 1 In addition, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.] will appear on the back cover page of the Registration Exchange Offer prospectus. ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each broker-dealer that receives Exchange Notes Securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Exchange Securities. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes Securities received in exchange for Notes Initial Securities where the Notes such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 135 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________until, 200 , all dealers effecting transactions in the Exchange Notes Securities may be required to deliver a prospectus. .* The Issuers Company will not receive any proceeds from any sale of Exchange Notes Securities by broker-dealers. Exchange Notes Securities received by broker-dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Exchange NotesSecurities. Any broker-dealer that resells Exchange Notes Securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, Securities may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Exchange Notes Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under within the meaning of the Securities Act. For a period of one year 135 days after the Expiration Date, Date the Issuers Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Notes), Securities) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders Holders of the Notes Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable* In addition, add information the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508.will appear on the back cover page of the Exchange Offer Prospectus. ANNEX C [ ] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesSecurities. If the undersigned is a broker-dealer that will receive Exchange Notes Securities for its own account in exchange for Notes, it represents Initial Securities that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesSecurities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,QuickLinks Exhibit 1.1 REGISTRATION RIGHTS AGREEMENT

Plan of Distribution. Each broker-dealer that receives Senior Discount Exchange Notes for its own account in pursuant to the Senior Discount Notes Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such Senior Discount Exchange Notes. This Prospectus Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Senior Discount Exchange Notes received in exchange for Senior Discount Notes where the such Senior Discount Notes were acquired as a result of market-making activities or other trading activities. The Issuers have Holdings has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ____________[ ] 199[ ], all dealers effecting transactions in the Senior Discount Exchange Notes may be required to deliver a prospectus. The Issuers Holdings will not receive any proceeds from any sale of Senior Discount Exchange Notes by broker-dealers. Senior Discount Exchange Notes received by broker-dealers for their own account in pursuant to the Senior Discount Notes Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Senior Discount Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the any such broker-dealer and/or or the purchasers of any such Senior Discount Exchange Notes. Any broker-dealer that resells Senior Discount Exchange Notes that were received by it for its own account in pursuant to the Senior Discount Notes Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Senior Discount Exchange Notes, Notes may be deemed to be an "underwriter" under within the meaning of the Securities Act and any profit from on any such resale of Senior Discount Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- broker-dealer will not be deemed to admit that it is an "underwriter" under Aunderwriter@ within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, the Issuers Date Holdings will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests such documents in the Letter of Transmittal. The Issuers have Holdings has agreed to pay all expenses incident to the Senior Discount Notes Registered Exchange Offer (including the expenses of one counsel for the holders Holders of the Senior Discount Notes), ) other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any broker-dealers and will indemnify the holders Holders of the Senior Discount Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:____________________________________ : Address:_________________________________ The undersigned represents that it is not an affiliate of either of the Issuers, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if : If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Senior Discount Exchange Notes. If the undersigned is a broker-dealer that will receive Senior Discount Exchange Notes for its own account in exchange for Notes, it represents Senior Discount Notes that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Senior Discount Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.

Plan of Distribution. Each We are registering shares of common stock that have been or may be issued by us from time to time to MEII under the Purchase Agreement to permit the resale of these shares of common stock after the issuance thereof by the selling stockholder from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any shares of common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder and/or the purchasers of the shares of common stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling stockholder may arrange for other broker-dealers to participate. MEII is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of common stock by the selling stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of common stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. MEII has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, MEII has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that receives Exchange Notes for its own account may participate in the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themresale of the shares. This Prospectus Because MEII is, and any other selling stockholder, broker, dealer or agent may be used deemed to be, an “underwriter” within the meaning of the Securities Act, MEII will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; in the over-the-counter market in accordance with the rules of NASDAQ; in transactions otherwise than on these exchanges or systems or in the over-the-counter market; through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where as principal and resale by the Notes were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use its account; an exchange distribution in accordance with the rules of the applicable exchange; privately negotiated transactions; broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; a combination of any such resalemethods of sale; and any other method permitted pursuant to applicable law. In addition, until ____________the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, all if they act as agent for the purchaser of such shares, from such purchaser). MEII has informed us that each such broker-dealer will receive commissions from MEII which will not exceed customary brokerage commissions. Broker-dealers effecting transactions in may agree with the Exchange Notes may be selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to deliver a prospectus. The Issuers will not receive any proceeds from any sale of Exchange Notes by fulfill the broker-dealersdealer commitment to the selling stockholder. Exchange Notes received by brokerBroker-dealers for their own account in the Registered Exchange Offer who acquire shares as principal may be sold thereafter resell such shares from time to time in one or more transactions in (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the over-the-counter market, in negotiated transactions, through nature described above and pursuant to the writing one or more of options on the Exchange Notes or a combination of such methods of resaledescribed above) at fixed prices, at prevailing market prices prevailing at the time of resalethe sale, at varying prices related to prevailing market prices determined at the time of sale, or at negotiated prices. Any resale , and in connection with such resales may be made directly to purchasers or pay to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: the name of any such Exchange Notes. Any broker-dealer dealers; the number of shares involved; the price at which such shares are to be sold; the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; that resells Exchange Notes received such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and other facts material to the transaction. MEII has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for its own account sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the Registered sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange OfferAct and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any broker or dealer that participates of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in a the distribution of such Exchange Notesthe shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, may be deemed to be an "underwriter" the anti-manipulation rules under the Exchange Act and any profit from any such resale may apply to sales of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter shares of Transmittal states that by acknowledging that it will deliver, and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" under the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests common stock in the Letter market. All of Transmittalthe foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. The Issuers We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, MEII will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holders sale of the Notes), shares of common stock. We have agreed to indemnify MEII and certain other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableMEII has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by MEII specifically for use in this prospectus or, add information if such indemnity is unavailable, to contribute amounts required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOto be paid in respect of such liabilities. [_] Name:____________________________________ Address:_________________________________ The undersigned represents that it is not an affiliate of either At any time a particular offer of the Issuersshares of common stock is made by the selling stockholder, that any Exchange Notes to be received by it a revised prospectus or prospectus supplement, if required, will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement distributed. Such prospectus supplement or post-effective amendment will be filed with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under to reflect the Securities Act disclosure of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this issue. As alwaysprospectus for certain periods of time for certain reasons, please do not hesitate including if the prospectus is required to call if we can be of further assistance. Very truly yours,supplemented or amended to include additional material information.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives Exchange Notes new securities for its own account in pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus when it resells themin connection with any resale of such new securities. This Prospectus prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of Exchange Notes new securities received in exchange for Notes securities where the Notes such securities were acquired as a result of market-making activities or other trading activities. The Issuers have In addition, all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such Broker-Dealer participates in the Exchange Offer, the Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 90 days after the Expiration Datedate of this prospectus, it will make this Prospectusprospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any Broker-Dealer that requests such documents in the Exchange Notes may be required to deliver a prospectusLetter of Transmittal. The Issuers Company will not receive any proceeds from any sale of Exchange Notes new securities by brokerBrokers-dealersDealers. Exchange Notes New securities received by brokerBroker-dealers Dealers for their own account in pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter over‑the‑counter market, in negotiated transactions, through the writing of options on the Exchange Notes new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the brokerany such Broker-dealer Dealer and/or the purchasers of any such Exchange Notesnew securities. Any brokerBroker-dealer Dealer that resells Exchange Notes new securities that were received by it for its own account in pursuant to the Registered Exchange Offer, Offer and any broker or dealer that participates in a distribution of such Exchange Notes, new securities may be deemed to be an "“underwriter" under ” within the meaning of the Act and any profit from of any such resale of Exchange Notes new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver, deliver and by delivering a prospectus, a broker- dealer Broker-Dealer will not be deemed to admit that it is an "“underwriter" under ” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that so requests in the Letter of Transmittal. The Issuers have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes), other than dealers' and brokers' discounts, commissions and counsel fees or concessions of any brokers or dealers and will indemnify the holders of the Notes securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Americas 91432700 ANNEX D CHECK HERE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER BROKER‑DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. [_] Name:__________: __________________________ Address:_______: __________________________ The __________________________ Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it is not an affiliate of either of acquired the Issuers, that any Exchange Notes to be received by it will be acquired New Securities in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In additionits business, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange NotesNew Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer Broker‑Dealer that will receive Exchange Notes New Securities for its own account in exchange for NotesSecurities, it represents that the Notes Securities to be exchanged for Exchange Notes New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange NotesNew Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE ISSUERS TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 15% Senior Discount Notes Due 2008 (the "Notes") of Petro Stopping Centers Holdings, L.P. and Petro Holdings Financial Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on Form S-__ under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and any restrictions on the CUSIP designation are no longer appropriate and may be removed. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours,.