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 hereinRegistration 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. 5 TO CREDIT AGREEMENTCredit 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 SECURITYSeries 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 TrusteeIndenture • 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 AgreementPurchase 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”).
