Independent Gasoline & Oil Co of Rochester Sample Contracts

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RECITALS:
Credit Agreement • April 14th, 2000 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • Pennsylvania
RECITALS:
Waiver and Amendment Agreement • November 29th, 2000 • Independent Gasoline & Oil Co of Rochester • Petroleum refining
WITNESSETH:
Credit Agreement • July 15th, 2003 • Independent Gasoline & Oil Co of Rochester • Petroleum refining
AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreement • December 1st, 2008 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • Pennsylvania

THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 12, 2002 and is made by and among UNITED REFINING COMPANY, a Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”) and hereinafter together with Kiantone, United Refining and United Refining PA sometimes collectively referred to as the “Borrowers” and individually as a “Borrower”), KWIK-FILL CORPORATION, a Pennsylvania corporation (as a Guarantor), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”).

REGISTRATION RIGHTS AGREEMENT Dated as of August 6, 2004 by and among UNITED REFINING COMPANY THE SUBSIDIARY GUARANTORS NAMED HEREIN and CITIGROUP GLOBAL MARKETS INC., as Representative of the several Initial Purchasers named herein
Registration Rights Agreement • November 24th, 2004 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of August 6, 2004 by and among UNITED REFINING COMPANY, a Pennsylvania corporation (the “Company”), the SUBSIDIARY GUARANTORS (as defined herein) and CITIGROUP GLOBAL MARKETS INC. as Representative for the several initial purchasers named herein (collectively, the “Initial Purchasers”). The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers to purchase $200,000,000 of the Company’s 10 1/2% Senior Notes due 2012 under the Purchase Agreement, dated as of August 3, 2004 (the “Purchase Agreement”), by and among the Company, the Subsidiary Guarantors and the Initial Purchasers.

AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • April 22nd, 2005 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • Pennsylvania

THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (“Amendment No. 6”) is dated as of April 19, 2005 and is made by and among UNITED REFINING COMPANY, a Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining of PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”), KWIK-FILL CORPORATION (“Guarantor”), the Banks party to the Credit Agreement (defined below) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Agent (“Agent”).

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • November 24th, 2004 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • Pennsylvania

THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (“Amendment No. 5”) is dated as of August 6, 2004 and is made by and among UNITED REFINING COMPANY, a Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining of PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”), KWIK-FILL CORPORATION (“Guarantor”), the Banks party to the Credit Agreement (defined below) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Agent (“Agent”).

FORM OF SERIES A SECURITY
Series a Security Agreement • November 24th, 2004 • Independent Gasoline & Oil Co of Rochester • Petroleum refining
INDENTURE Dated as of August 6, 2004 among UNITED REFINING COMPANY as Company, the Subsidiary Guarantors named herein, and THE BANK OF NEW YORK as Trustee
Indenture • November 24th, 2004 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • New York

INDENTURE dated as of August 6, 2004, among United Refining Company (the “Company”), the Subsidiary Guarantors signatory hereto (the “Subsidiary Guarantors”) and The Bank of New York, (the “Trustee”).

UNITED REFINING COMPANY Purchase Agreement
Purchase Agreement • November 24th, 2004 • Independent Gasoline & Oil Co of Rochester • Petroleum refining • New York

United Refining Company, a corporation organized under the laws of Pennsylvania (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as Representative, $200,000,000 principal amount of its 10 1/2% Senior Notes Due 2012 (the “Notes”). The Notes are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined herein), among the Company, the Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”). The Company’s obligations under the Notes will be guaranteed (the “Guarantees,” and, together with the Notes, the “Securities”) on a senior unsecured basis by each of the guarantors listed on the signature pages hereto (collectively, the “Guarantors,” and together with the Company, the “Issuers”).

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