REGISTRATION RIGHTS AGREEMENT Dated as of May 4, 2007 by and among UNITED REFINING COMPANY THE SUBSIDIARY GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED, as the Initial PurchaserRegistration Rights Agreement • July 16th, 2007 • Super Test Petroleum Inc • Petroleum refining • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of May 4, 2007 by and among UNITED REFINING COMPANY, a Pennsylvania corporation (the “Company”), the SUBSIDIARY GUARANTORS (as defined herein) and MORGAN STANLEY & CO. INCORPORATED as the initial purchaser (the “Initial Purchaser”). The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser to purchase $125,000,000 of the Company’s 10 1/2% Senior Notes due 2012 under the Purchase Agreement, dated as of May 1, 2007 (the “Purchase Agreement”), by and among the Company, the Subsidiary Guarantors and the Initial Purchaser.
UNITED REFINING COMPANYSuper Test Petroleum Inc • July 16th, 2007 • Petroleum refining • New York
United Refining Company, a corporation organized under the laws of Pennsylvania (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Initial Purchaser”), $125,000,000 principal amount of its 10 1/2% Senior Notes Due 2012 (the “Notes”). The Notes are to be issued under an indenture, dated as of August 6, 2004 (the “Indenture”), among the Company, the Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”), pursuant to which $225,000,000 of notes of the same series were previously issued (the “Initial Notes”). The Company’s obligations under the Notes will be severally and jointly 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”).
ContractSuper Test Petroleum Inc • July 16th, 2007 • Petroleum refining
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ContractSuper Test Petroleum Inc • July 16th, 2007 • Petroleum refining
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
