Intercreditor and Access Agreement Sample Contracts

INTERCREDITOR AND ACCESS AGREEMENT
Intercreditor and Access Agreement • March 11th, 2011 • United Refining Co • Petroleum refining • New York

THIS INTERCREDITOR AND ACCESS AGREEMENT (the “Agreement”) is dated as of March 8, 2011, and is made by and among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the “Note Collateral Agent”), as Collateral Agent for itself, The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the Indenture defined below (the “Trustee”), and the Note Secured Parties (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION (the “Bank Agent”), as Bank Agent for itself and the Bank Lenders (as hereafter defined), UNITED REFINING COMPANY, a Pennsylvania corporation (“URC”), and certain Subsidiaries of URC which are obligors to the Noteholders and the Bank Lenders (the “Subsidiary Obligors”).

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