10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 001-06198

UNITED REFINING COMPANY (Exact name of registrant as specified in its charter)

Pennsylvania	25-1411751
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
15 Bradley Street Warren, Pennsylvania	16365
(Address of principal executive office)	(Zip Code)

814-723-1500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  x  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 14, 2011, there were 100 shares of common stock, par value $.10 per share, of the Registrant outstanding.

TABLE OF ADDITIONAL REGISTRANTS

Name	State of Other Jurisdiction of Incorporation	IRS Employer Identification Number		Commission File Number
Kiantone Pipeline Corporation	New York		25-1211902		333-35083-01
Kiantone Pipeline Company	Pennsylvania		25-1416278		333-35083-03
United Refining Company of Pennsylvania	Pennsylvania		25-0850960		333-35083-02
United Jet Center, Inc.	Delaware		52-1623169		333-35083-06
Kwik-Fill Corporation	Pennsylvania		25-1525543		333-35083-05
Independent Gas and Oil Company of Rochester, Inc.	New York		06-1217388		333-35083-11
Bell Oil Corp.	Michigan		38-1884781		333-35083-07
PPC, Inc.	Ohio		31-0821706		333-35083-08
Super Test Petroleum, Inc.	Michigan		38-1901439		333-35083-09
Kwik-Fil, Inc.	New York		25-1525615		333-35083-04
Vulcan Asphalt Refining Corporation	Delaware		23-2486891		333-35083-10
Country Fair, Inc.	Pennsylvania		25-1149799		333-35083-12

2

FORM 10-Q – CONTENTS

		PAGE(S)
PART I.	FINANCIAL INFORMATION		4
Item 1.	Financial Statements.		4
	Consolidated Balance Sheets – February 28, 2011 (unaudited) and August 31, 2010		4
	Consolidated Statements of Operations – Quarter and Six Months Ended February  28, 2011 and 2010 (unaudited)		5
	Consolidated Statements of Cash Flows – Six Months Ended February 28, 2011 and 2010 (unaudited)		6
	Notes to Consolidated Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		28
Item 4.	Controls and Procedures.		28
PART II.	OTHER INFORMATION		30
Item 1.	Legal Proceedings.		30
Item 1A.	Risk Factors.		30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		30
Item 3.	Defaults Upon Senior Securities.		30
Item 4.	(Removed and Reserved).		30
Item 5.	Other Information.		30
Item 6.	Exhibits.		31
Signatures.			32

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)

	February 28, 2011 (Unaudited)			August 31, 2010
Assets
Current:
Cash and cash equivalents	$	24,587		$	17,170
Accounts receivable, net		80,232			64,192
Refundable income taxes		—			36,390
Inventories		181,052			206,838
Prepaid expenses and other assets		35,270			27,941
Amounts due from affiliated companies, net		3,614			2,972
Total current assets		324,755			355,503
Property, plant and equipment, net		270,920			261,775
Deferred financing costs, net		1,889			2,114
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		1,323			1,376
Deferred turnaround costs and other assets, net		7,767			3,894
Deferred income taxes		—			592
	$	618,503		$	637,103
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	75,300		$	83,000
Current installments of long-term debt		1,756			1,888
Accounts payable		56,963			65,620
Accrued liabilities		14,277			15,569
Income taxes payable		64			552
Sales, use and fuel taxes payable		12,663			18,455
Deferred income taxes		5,997			5,997
Total current liabilities		167,020			191,081
Long term debt: less current installments		327,322			328,165
Deferred income taxes		875			—
Deferred retirement benefits		89,517			91,620
Total liabilities		584,734			610,866
Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
Additional paid-in capital		22,500			22,500
Retained earnings		10,403			18,231
Accumulated other comprehensive loss		(14,227	)		(14,494	)
Controlling interest equity		18,676			26,237
Non-controlling interest		15,093			—
Total stockholder’s equity		33,769			26,237
	$	618,503		$	637,103

See accompanying notes to consolidated financial statements.

4

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Operations – (Unaudited)

(in thousands)

	Three Months Ended February, 28						Six Months Ended February 28,
	2011			2010			2011			2010
Net sales	$	692,279		$	594,748		$	1,311,426		$	1,215,674
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		639,841			585,622			1,220,678			1,187,962
Selling, general and administrative expenses		36,819			37,684			72,605			74,443
Depreciation and amortization expenses		5,351			5,487			10,987			10,968
		682,011			628,793			1,304,270			1,273,373
Operating income (loss)		10,268			(34,045	)		7,156			(57,699	)
Other income (expense):
Interest expense, net		(8,895	)		(8,712	)		(17,809	)		(17,179	)
Other, net		(810	)		(206	)		(1,391	)		(812	)
		(9,705	)		(8,918	)		(19,200	)		(17,991	)
Income (loss) before income tax expense (benefit)		563			(42,963	)		(12,044	)		(75,690	)
Income tax expense (benefit)		209			(17,618	)		(4,309	)		(31,035	)
Net income (loss)		354			(25,345	)		(7,735	)		(44,655	)
Less net income attributable to non-controlling interest		93			—			93			—
Net income (loss) attributable to United Refining Company’s Stockholder	$	261		$	(25,345	)	$	(7,828	)	$	(44,655	)

See accompanying notes to consolidated financial statements.

5

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)

	Six Months Ended February 28,
	2011			2010
Cash flows from operating activities:
Net loss	$	(7,828	)	$	(44,655	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		11,227			11,135
Deferred income taxes		1,282			(7,303	)
Loss on asset dispositions		238			265
Cash provided by (used in) working capital items		21,936			(61,547	)
Net income attributable to non-controlling interest		93			—
Other, net		(4	)		(1	)
Change in operating assets and liabilities:
Deferred retirement benefits		(1,649	)		6,721
Other noncurrent liabilities		—			(4	)
Total adjustments		33,123			(50,734	)
Net cash provided by (used in) operating activities		25,295			(95,389	)
Cash flows from investing activities:
Additions to property, plant and equipment		(18,183	)		(13,026	)
Additions to deferred turnaround costs		(6,029	)		(275	)
Proceeds from asset dispositions		57			5
Net cash used in investing activities		(24,155	)		(13,296	)
Cash flows from financing activities:
Net (reductions) borrowings on revolving credit facilities		(7,700	)		98,000
Proceeds from issuance of common stock of non-controlling interest		15,000			—
Principal reductions of long term debt		(599	)		(900	)
Deferred financing costs		(424	)		—
Net cash provided by financing activities		6,277			97,100
Net increase (decrease) in cash and cash equivalents		7,417			(11,585	)
Cash and cash equivalents, beginning of year		17,170			31,062
Cash and cash equivalents, end of period	$	24,587		$	19,477
Cash provided by (used in) working capital items:
Accounts receivable, net	$	(16,040	)	$	12
Refundable income taxes		36,390			—
Inventories		25,786			38,516
Prepaid expenses and other assets		(7,329	)		(48,288	)
Amounts due from affiliated companies, net		(642	)		964
Accounts payable		(8,657	)		(38,326	)
Accrued liabilities		(1,292	)		(2,907	)
Income taxes payable		(488	)		(5,149	)
Sales, use and fuel taxes payable		(5,792	)		(6,369	)
Total change	$	21,936		$	(61,547	)
Cash paid during the period for:
Interest	$	18,225		$	17,488
Income taxes	$	995		$	5,531
Non-cash investing activities:
Property additions & capital leases	$	34		$	805

See accompanying notes to consolidated financial statements.

6

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Basis of Presentation

The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries, Kiantone Pipeline Corporation (collectively, the “Company”), and United Refining Asphalt, Inc. (“URA”) a variable interest entity that was created in January 2011 for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.

A variable interest entity (“VIE”) is defined as an entity that either has investor voting rights that are not proportional to their economic interests or has equity investors that do not provide sufficient financial resources for the entity to support its activities. A VIE is required to be consolidated by a company if that company is the primary beneficiary. The primary beneficiary of the VIE is the company that controls the VIE’s activities and is subject to a majority of the risk of loss from the VIE’s activities or, if no company is subject to a majority of such risk, the company that is entitled to receive a majority of the VIE’s residual returns.

The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names at a network of Company-operated retail units and convenience and grocery items through Company-owned gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended February 28, 2011 are not necessarily indicative of the results that may be expected for the year ending August 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2010.

Certain items have been reclassified to conform to current period presentation.

2. Inventories

Inventories are stated at the lower of cost or market, with cost being determined under the Last-in, First-out (LIFO) method for crude oil and petroleum product inventories and the First-in, First-out (FIFO) method for merchandise. Supply inventories are stated at either lower of cost or market or replacement cost and include various parts for the refinery operations.

7

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Inventories consist of the following:

	February 28, 2011			August 31, 2010
	(in thousands)
Crude Oil	$	37,040		$	78,165
Petroleum Products		76,135			86,993
Lower of cost or market reserve		(1,000	)		—
Total @ LIFO		112,175			165,158
Asphalt - URA		29,849			—
Merchandise		18,449			20,403
Supplies		20,579			21,277
Total @ FIFO		68,877			41,680
Total Inventory	$	181,052		$	206,838

Inventories at the lower of last-in, first-out (“LIFO”) cost or market reflect a market valuation reserve of $1,000,000 and $0 at February 28, 2011 and August 31, 2010, respectively. As of February 28, 2011 and August 31, 2010, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $64,830,000 and $50,265,000, respectively.

8

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

3. Subsidiary Guarantors

All the Company’s wholly-owned subsidiaries fully and unconditionally guarantee, on a joint and several basis, the Company’s $350,000,000 Senior Note Indenture due. There are no restrictions within the consolidated group on the ability of the Company or any of its subsidiaries to obtain loans from or pay dividends to other members of the consolidated group. See also Footnote 7, Subsequent Events, for information on the Company’s tender offer, consent solicitation and subsequent redemption of these Senior Notes due 2012. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands)

	February 28, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries		United Refining Asphalt, Inc		Eliminations			United Refining Company Consolidated
Assets
Current:
Cash and cash equivalents	$	13,350		$	11,006		$	—		$	24,356	$	231	$	—		$	24,587
Accounts receivable, net		44,302			35,930			—			80,232		—		—			80,232
Inventories		122,936			28,267			—			151,203		29,849		—			181,052
Prepaid expenses and other assets		54,889			10,177			—			65,066		53		(29,849	)		35,270
Amounts due from affiliated companies		3,455			159			—			3,614		—		—			3,614
Intercompany		135,057			16,488			(151,545	)		—		—		—			—
Total current assets		373,989			102,027			(151,545	)		324,471		30,133		(29,849	)		324,755
Property, plant and equipment, net		195,496			75,424			—			270,920		—		—			270,920
Deferred financing costs, net		1,548			—			—			1,548		341		—			1,889
Goodwill and other non-amortizable assets		—			11,849			—			11,849		—		—			11,849
Amortizable intangible assets, net		—			1,323			—			1,323		—		—			1,323
Deferred turnaround costs & other assets		7,229			538			—			7,767		—		—			7,767
Investment in subsidiaries		2,811			—			(2,811	)		—		—		—			—
	$	581,073		$	191,161		$	(154,356	)	$	617,878	$	30,474	$	(29,849	)	$	618,503
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	60,000		$	—		$	—		$	60,000	$	15,300	$	—		$	75,300
Current installments of long-term debt		1,360			396			—			1,756		—		—			1,756
Accounts payable		39,475			17,488			—			56,963		—		—			56,963
Accrued liabilities		8,801			5,459			—			14,260		17		—			14,277
Income taxes payable		—			—			—			—		64		—			64
Sales, use and fuel taxes payable		9,265			3,398			—			12,663		—		—			12,663
Deferred income taxes		7,049			(1,052	)		—			5,997		—		—			5,997
Deferred revenue		29,849			—			—			29,849		—		(29,849	)		—
Intercompany		—			151,545			(151,545	)		—		—		—			—
Total current liabilities		155,799			177,234			(151,545	)		181,488		15,381		(29,849	)		167,020
Long term debt: less current installments		325,587			1,735			—			327,322		—		—			327,322
Deferred retirement benefits		86,930			2,587			—			89,517		—		—			89,517
Deferred income taxes		(5,919	)		6,794			—			875		—		—			875
Total liabilities		562,397			188,350			(151,545	)		599,202		15,381		(29,849	)		584,734

9

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

	February 28, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc		Eliminations			United Refining Company Consolidated
Commitment and contingencies
Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—		—			—
Additional paid-in capital		22,500			10,651			(10,651	)		22,500			15,000		(15,000	)		22,500
Retained earnings		10,403			(6,663	)		6,663			10,403			93		(93	)		10,403
Accumulated other comprehensive loss		(14,227	)		(1,195	)		1,195			(14,227	)		—		—			(14,227	)
Controlling interest equity		18,676			2,811			(2,811	)		18,676			15,093		(15,093	)		18,676
Non-controlling interest		—			—			—			—			—		15,093			15,093
Total stockholder’s equity		18,676			2,811			(2,811	)		18,676			15,093		—			33,769
	$	581,073		$	191,161		$	(154,356	)	$	617,878		$	30,474	$	(29,849	)	$	618,503

10

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheets

(in thousands)

	August 31, 2010
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc		Eliminations		United Refining Company Consolidated
Assets
Current:
Cash and cash equivalents	$	7,765		$	9,405		$	—		$	17,170		$	—	$	—	$	17,170
Accounts receivable, net		30,266			33,926			—			64,192			—		—		64,192
Refundable income taxes		37,921			(1,531	)		—			36,390			—		—		36,390
Inventories		176,748			30,090			—			206,838			—		—		206,838
Prepaid expenses and other assets		22,461			5,480			—			27,941			—		—		27,941
Amounts due from affiliated companies		3,455			(483	)		—			2,972			—		—		2,972
Intercompany		111,228			16,374			(127,602	)		—			—		—		—
Total current assets		389,844			93,261			(127,602	)		355,503			—		—		355,503
Property, plant and equipment, net		185,349			76,426			—			261,775			—		—		261,775
Deferred financing costs, net		2,114			—			—			2,114			—		—		2,114
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—		—		11,849
Amortizable intangible assets, net		—			1,376			—			1,376			—		—		1,376
Deferred turnaround costs & other assets		3,233			661			—			3,894			—		—		3,894
Deferred income taxes		7,909			(7,317	)		—			592			—		—		592
Investment in subsidiaries		9,263			—			(9,263	)		—			—		—		—
	$	597,712		$	176,256		$	(136,865	)	$	637,103		$	—	$	—	$	637,103
Liabilities and Stockholder’s Equity
Current:
Revolving credit facility	$	83,000		$	—		$	—		$	83,000		$	—	$	—	$	83,000
Current installments of long-term debt		1,390			498			—			1,888			—		—		1,888
Accounts payable		40,689			24,931			—			65,620			—		—		65,620
Accrued liabilities		9,457			6,112			—			15,569			—		—		15,569
Income taxes payable		196			356			—			552			—		—		552
Sales, use and fuel taxes payable		14,461			3,994			—			18,455			—		—		18,455
Deferred income taxes		7,049			(1,052	)		—			5,997			—		—		5,997
Intercompany		—			127,602			(127,602	)		—			—		—		—
Total current liabilities		156,242			162,441			(127,602	)		191,081			—		—		191,081
Long term debt: less current installments		326,239			1,926			—			328,165			—		—		328,165
Deferred retirement benefits		88,994			2,626			—			91,620			—		—		91,620
Total liabilities		571,475			166,993			(127,602	)		610,866			—		—		610,866
Commitment and contingencies
Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—		—		—
Additional paid-in capital		22,500			10,651			(10,651	)		22,500			—		—		22,500
Retained earnings		18,231			(140	)		140			18,231			—		—		18,231
Accumulated other comprehensive loss		(14,494	)		(1,266	)		1,266			(14,494	)		—		—		(14,494	)
Controlling interest equity		26,237			9,263			(9,263	)		26,237			—		—		26,237
Non-controlling interest		—			—			—			—			—		—		—
Total stockholder’s equity		26,237			9,263			(9,263	)		26,237			—		—		26,237
	$	597,712		$	176,256		$	(136,865	)	$	637,103		$	—	$	—	$	637,103

11

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended February 28, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc			Eliminations			United Refining Company Consolidated
Net sales	$	519,256		$	365,825		$	(193,057	)	$	692,024		$	255		$	—		$	692,279
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		492,399			340,499			(193,057	)		639,841			—			—			639,841
Selling, general and administrative expenses		4,348			32,469			—			36,817			2			—			36,819
Depreciation and amortization expenses		3,764			1,587			—			5,351			—			—			5,351
		500,511			374,555			(193,057	)		682,009			2			—			682,011
Operating income (loss)		18,745			(8,730	)		—			10,015			253			—			10,268
Other income (expense):
Interest expense, net		(8,659	)		(214	)		—			(8,873	)		(22	)		—			(8,895	)
Other, net		(913	)		177			—			(736	)		(74	)		—			(810	)
Equity in net (loss) income of subsidiaries		(5,528	)		—			5,528			—			—			—			—
		(15,100	)		(37	)		5,528			(9,609	)		(96	)		—			(9,705	)
Income (loss) before income tax expense (benefit)		3,645			(8,767	)		5,528			406			157			—			563
Income tax expense (benefit)		3,384			(3,239	)		—			145			64			—			209
Net income (loss)		261			(5,528	)		5,528			261			93			—			354
Less net income attributable to non-controlling interest		—			—			—			—			—			93			93
Net income (loss) attributable to United Refining Company’s Stockholder	$	261		$	(5,528	)	$	5,528		$	261		$	93		$	(93	)	$	261

	Three Months Ended February 28, 2010
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc		Eliminations		United Refining Company Consolidated
Net sales	$	426,301		$	319,746		$	(151,299	)	$	594,748		$	—	$	—	$	594,748
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		446,158			290,763			(151,299	)		585,622			—		—		585,622
Selling, general and administrative expenses		5,864			31,820			—			37,684			—		—		37,684
Depreciation and amortization expenses		3,972			1,515			—			5,487			—		—		5,487
		455,994			324,098			(151,299	)		628,793			—		—		628,793
Operating income (loss)		(29,693	)		(4,352	)		—			(34,045	)		—		—		(34,045	)
Other income (expense):
Interest expense, net		(8,392	)		(320	)		—			(8,712	)		—		—		(8,712	)
Other, net		(668	)		462			—			(206	)		—		—		(206	)
Equity in net (loss) income of subsidiaries		(2,510	)		—			2,510			—			—		—		—
		(11,570	)		142			2,510			(8,918	)		—		—		(8,918	)
Income (loss) before income tax expense (benefit)		(41,263	)		(4,210	)		2,510			(42,963	)		—		—		(42,963	)
Income tax expense (benefit)		(15,918	)		(1,700	)		—			(17,618	)		—		—		(17,618	)
Net income (loss)		(25,345	)		(2,510	)		2,510			(25,345	)		—		—		(25,345	)
Less net income attributable to non-controlling interest		—			—			—			—			—		—		—
Net income (loss) attributable to United Refining Company’s Stockholder	$	(25,345	)	$	(2,510	)	$	2,510		$	(25,345	)	$	—	$	—	$	(25,345	)

12

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)

	Six Months Ended February 28, 2011
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc			Eliminations			United Refining Company Consolidated
Net sales	$	964,400		$	717,806		$	(371,035	)	$	1,311,171		$	255		$	—		$	1,311,426
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		930,882			660,831			(371,035	)		1,220,678			—			—			1,220,678
Selling, general and administrative expenses		8,572			64,031			—			72,603			2			—			72,605
Depreciation and amortization expenses		7,815			3,172			—			10,987			—			—			10,987
		947,269			728,034			(371,035	)		1,304,268			2			—			1,304,270
Operating income (loss)		17,131			(10,228	)		—			6,903			253			—			7,156
Other income (expense):
Interest expense, net		(17,374	)		(413	)		—			(17,787	)		(22	)		—			(17,809	)
Other, net		(1,720	)		403			—			(1,317	)		(74	)		—			(1,391	)
Equity in net (loss) income of subsidiaries		(6,524	)		—			6,524			—			—			—			—
		(25,618	)		(10	)		6,524			(19,104	)		(96	)		—			(19,200	)
Income (loss) before income tax expense (benefit)		(8,487	)		(10,238	)		6,524			(12,201	)		157			—			(12,044	)
Income tax expense (benefit)		(659	)		(3,714	)		—			(4,373	)		64			—			(4,309	)
Net income (loss)		(7,828	)		(6,524	)		6,524			(7,828	)		93			—			(7,735	)
Less net income attributable to non-controlling interest		—			—			—			—			—			93			93
Net income (loss) attributable to United Refining Company’s Stockholder	$	(7,828	)	$	(6,524	)	$	6,524		$	(7,828	)	$	93		$	(93	)	$	(7,828	)

	Six Months Ended February 28, 2010
	United Refining Company			Guarantors			Eliminations			United Refining Company & Subsidiaries			United Refining Asphalt, Inc		Eliminations		United Refining Company Consolidated
Net sales	$	870,275		$	644,441		$	(299,042	)	$	1,215,674		$	—	$	—	$	1,215,674
Costs and expenses:
Costs of goods sold (exclusive of depreciation and amortization)		906,138			580,866			(299,042	)		1,187,962			—		—		1,187,962
Selling, general and administrative expenses		11,705			62,738			—			74,443			—		—		74,443
Depreciation and amortization expenses		7,945			3,023			—			10,968			—		—		10,968
		925,788			646,627			(299,042	)		1,273,373			—		—		1,273,373
Operating income (loss)		(55,513	)		(2,186	)		—			(57,699	)		—		—		(57,699	)
Other income (expense):
Interest expense, net		(16,524	)		(655	)		—			(17,179	)		—		—		(17,179	)
Other, net		(1,484	)		672			—			(812	)		—		—		(812	)
Equity in net (loss) income of subsidiaries		(1,300	)		—			1,300			—			—		—		—
		(19,308	)		17			1,300			(17,991	)		—		—		(17,991	)
Income (loss) before income tax expense (benefit)		(74,821	)		(2,169	)		1,300			(75,690	)		—		—		(75,690	)
Income tax expense (benefit)		(30,166	)		(869	)		—			(31,035	)		—		—		(31,035	)
Net income (loss)		(44,655	)		(1,300	)		1,300			(44,655	)		—		—		(44,655	)
Less net income attributable to non-controlling interest		—			—			—			—			—		—		—
Net income (loss) attributable to United Refining Company’s Stockholder	$	(44,655	)	$	(1,300	)	$	1,300		$	(44,655	)	$	—	$	—	$	(44,655	)

13

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Six Months Ended February 28, 2011
	United Refining Company			Guarantors			Eliminations		United Refining Company & Subsidiaries			United Refining Asphalt, Inc			Eliminations		United Refining Company Consolidated
Net cash provided by (used in) by operating activities	$	50,962		$	3,987		$	—	$	54,949		$	(29,654	)	$	—	$	25,295
Cash flows from investing activities:
Additions to property, plant and equipment		(16,089	)		(2,094	)		—		(18,183	)		—			—		(18,183	)
Additions to deferred turnaround costs		(6,029	)		—			—		(6,029	)		—			—		(6,029	)
Proceeds from asset dispositions		56			1			—		57			—			—		57
Net cash used in investing activities		(22,062	)		(2,093	)		—		(24,155	)		—			—		(24,155	)
Cash flows from financing activities:
Net (reductions) borrowings on revolving credit facilities		(23,000	)		—			—		(23,000	)		15,300			—		(7,700	)
Proceeds from issuance of common stock of non-controlling interest		—			—			—		—			15,000			—		15,000
Principal reductions of long-term debt		(306	)		(293	)		—		(599	)		—			—		(599	)
Deferred financing costs		(9	)		—			—		(9	)		(415	)		—		(424	)
Net cash (used in) provided by financing activities		(23,315	)		(293	)		—		(23,608	)		29,885			—		6,277
Net increase (decrease) in cash and cash equivalents		5,585			1,601			—		7,186			231			—		7,417
Cash and cash equivalents, beginning of year		7,765			9,405			—		17,170			—			—		17,170
Cash and cash equivalents, end of period	$	13,350		$	11,006		$	—	$	24,356		$	231		$	—	$	24,587

	Six Months Ended February 28, 2010
	United Refining Company			Guarantors			Eliminations		United Refining Company & Subsidiaries			United Refining Asphalt, Inc		Eliminations		United Refining Company Consolidated
Net cash provided by (used in) by operating activities	$	(103,660	)	$	8,271		$	—	$	(95,389	)	$	—	$	—	$	(95,389	)
Cash flows from investing activities:
Additions to property, plant and equipment		(9,651	)		(3,375	)		—		(13,026	)		—		—		(13,026	)
Additions to deferred turnaround costs		(224	)		(51	)		—		(275	)		—		—		(275	)
Proceeds from asset dispositions		5			—			—		5			—		—		5
Net cash used in investing activities		(9,870	)		(3,426	)		—		(13,296	)		—		—		(13,296	)
Cash flows from financing activities:
Net (reductions) borrowings on revolving credit facility		98,000			—			—		98,000			—		—		(98,000	)
Principal reductions of long-term debt		(359	)		(541	)		—		(900	)		—		—		(900	)
Deferred financing costs		—			—			—		—			—		—		—
Net cash (used in) provided by financing activities		97,641			(541	)		—		97,100			—		—		97,100
Net increase (decrease) in cash and cash equivalents		(15,889	)		4,304			—		(11,585	)		—		—		(11,585	)
Cash and cash equivalents, beginning of year		21,265			9,797			—		31,062			—		—		31,062
Cash and cash equivalents, end of period	$	5,376		$	14,101		$	—	$	19,477		$	—	$	—	$	19,477

14

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

4. Segments of Business

Intersegment revenues are calculated using market prices and are eliminated upon consolidation. Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):

	Three Months Ended February 28,						Six Months Ended February 28,
	2011			2010			2011			2010
Net Sales
Retail	$	364,781		$	318,689		$	716,000		$	642,318
Wholesale		327,498			276,059			595,426			573,356
	$	692,279		$	594,748		$	1,311,426		$	1,215,674
Intersegment Sales
Wholesale	$	192,013		$	150,242		$	369,229		$	296,919
Operating Income (Loss)
Retail	$	(9,079	)	$	(4,250	)	$	(10,352	)	$	(2,321	)
Wholesale		19,347			(29,795	)		17,508			(55,378	)
	$	10,268		$	(34,045	)	$	7,156		$	(57,699	)
Depreciation and Amortization
Retail	$	1,414		$	1,334		$	2,827		$	2,662
Wholesale		3,937			4,153			8,160			8,306
	$	5,351		$	5,487		$	10,987		$	10,968

	February 28, 2011		August 31, 2010
Total Assets
Retail	$	161,753	$	146,932
Wholesale		456,750		490,171
	$	618,503	$	637,103
Capital Expenditures (including non-cash)
Retail	$	1,933	$	5,180
Wholesale		16,284		22,233
	$	18,217	$	27,413

15

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

5. Employee Benefit Plans

For the periods ended February 28, 2011 and 2010, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits
	Three Months Ended February 28,						Six Months Ended February 28,
	2011			2010			2011			2010
	(in thousands)
Service cost	$	448		$	918		$	895		$	1,806
Interest cost on benefit obligation		1,245			1,482			2,489			2,916
Expected return on plan assets		(1,135	)		(1,016	)		(2,270	)		(2,000	)
Amortization and deferral of net loss		506			849			1,015			1,744
Net periodic benefit cost	$	1,064		$	2,233		$	2,129		$	4,466

	Other Post-Retirement Benefits
	Three Months Ended February 28,					Six Months Ended February 28,
	2011			2010		2011			2010
	(in thousands)
Service cost	$	377		$	891	$	754		$	1,732
Interest cost on benefit obligation		629			1,258		1,259			2,445
Amortization of transition obligation		—			—		—			149
Amortization and deferral of net loss		(282	)		488		(564	)		948
Net periodic benefit cost	$	724		$	2,637	$	1,449		$	5,274

As of February 28, 2011, $3,414,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2011.

6. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or current liability approximate fair value because of the short maturity of these instruments. The fair value of marketable securities is determined by available market prices. The carrying value (was less than) exceeded the fair value of the senior notes at February 28, 2011 and August 31, 2010 by $(1,081,000) and $29,846,000, respectively.

7. Subsequent Events

a) Refinancing of Senior Notes

During March 2011, the Company sold $365,000,000 of 10.500% First Priority Senior Secured Notes due 2018 (the “Senior Secured Notes due 2018”) for $352,020,600, resulting in original issue discount of $12,979,400, which will be amortized over the life of the Senior Secured Notes due 2018 using the interest method. The net proceeds of the offering of $344,249,000 were used to retire all of its outstanding 10 ¹/2% Senior Notes due 2012, pay accrued interest of $3,400,000 and a redemption premium related thereto and for general corporate purposes. A loss of $1,205,000 on the early extinguishment of debt was recorded consisting of a redemption premium of $915,000, a write-off of unamortized net debt premium of ($1,153,000) and a write-off of deferred financing costs of $1,443,000. Such Senior Secured Notes due 2018 are guaranteed by

16

UNITED REFINING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

all of our domestic subsidiaries existing at March 8, 2011. The notes will be secured on a first-priority basis by our assets comprising our refinery located in Warren, Pennsylvania and the capital stock of our pipeline subsidiary, subject to exception and permitted liens. The Senior Secured Notes due 2018 will rank equally with all of our existing and future senior indebtedness that is not subordinate in right of payment to the notes.

On February 22, 2011 the Company announced the launch of a cash tender offer (the “Tender Offer”) for any and all of its outstanding 10 ¹/2% Senior Notes due 2012 issued under an indenture dated as of August 6, 2004 (the “Indenture”) and consent solicitation (the “Solicitation”) for certain proposed amendments to the Indenture (the “Proposed Amendments”). Each holder who validly tendered its Senior Notes due 2012 and delivered consents to the proposed Amendments prior to 5:00 pm, New York City time, on March 7, 2011, (the “Consent Dates”), received the total consideration of $1,005.00, which included $975.00 as the tender offer consideration and $30.00 as a consent payment. In addition, accrued but unpaid interest up to, but not including, the applicable payment date of the Senior Notes due 2012 was paid in cash on all validly tendered and accepted Senior Notes due 2012. The Company paid a total of $188,607,725.92 on March 8, 2011 for $181,764,375 principal amount of Notes, $5,592,750 for consent payment, and $1,250,600.92 for accrued interest on those Senior Notes due 2012 tendered.

The Tender Offer expired at 12:00 midnight, New York City time, on March 21, 2011. Holders who validly tendered their Senior Notes due 2012 after the Consent Date received only the tender offer consideration and were not entitled to receive a consent payment pursuant to the Tender Offer. The Company paid the total consideration or tender offer consideration, as the case may be, plus accrued but unpaid interest, for the Senior Notes due 2012 accepted for purchase promptly following the date of such acceptance (such date, the “Final Payment Date”). On March 22, 2011, the Company paid a total of $678,224.68 for $670,800.00 principal amount of Senior Notes due 2012 and $7,424.68 for accrued interest on those Senior Notes due 2012 tendered between the Consent Date (March 7, 2011) and the Final Payment Date (March 21, 2011).

On March 9, 2011, the Company issued a Notice of Redemption to all existing Noteholders of its 10 ¹/2% Senior Notes due 2012 redeeming these Senior Notes due 2012 at 100% par value plus accrued but unpaid interest on the redemption date of April 8, 2011. On April 8, 2011, $138,962,426.54 was paid in total of which $136,847,000 was for principal amount of Senior Notes due 2012 and $2,115,426.54 was for accrued interest.

b) Derivative Contracts

During March and April, the Company sold 3,375,000 barrels of heating oil crackspread swaps as part of its risk management strategy. The crackspread swaps expire sequentially beginning April 2011 through December 2012. These derivative instruments are being used by the Company to fix margins on future sales of heating oil. The accounting treatment for the fair value of these derivative instruments will be recorded as assets or liabilities in its Consolidated Balance Sheets, with the periodic change in fair value recognized in its Statements of Operations as the change occurs.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its refinery and retail operations, capital expenditures and other financial items. Words such as “expects”, “intends”, “plans”, “projects”, “believes”, “estimates”, “may”, “will”, “should”, “shall”, “anticipates”, “predicts”, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.

By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company’s operations involve risks and uncertainties, many of which are outside of the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.

Although we believe our expectations are based on reasonable assumptions within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in the Company’s filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q, the Company’s actual consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:

• the demand for and supply of crude oil and refined products;

• the spread between market prices for refined products and market prices for crude oil;

• repayment of debt;

• general economic, business and market conditions;

• risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;

• the possibility of inefficiencies or shutdowns in refinery operations or pipelines;

• the availability and cost of financing to us;

• environmental, tax and tobacco legislation or regulation;

• volatility of gasoline prices, margins and supplies;

• merchandising margins;

• labor costs;

• level of capital expenditures;

• customer traffic;

• weather conditions;

• acts of terrorism and war;

• business strategies;

• expansion and growth of operations;

• future projects and investments;

18

• future exposure to currency devaluations or exchange rate fluctuations;

• expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows; and

• future operating results and financial condition.

All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date of this Quarterly Report on Form 10-Q.

Recent Developments

The Company continues to be impacted by the volatility of the petroleum market in fiscal year 2011. Average crude prices for the third quarter of fiscal year 2011 have risen as compared to the second quarter of fiscal year 2011. The average NYMEX price for crude oil for the third quarter of fiscal year 2011 averaged $100.22 per barrel as measured on April 1, 2011, a $12.51 increase over the second quarter average of $87.71 per barrel.

The lagged 3-2-1 crackspread for the third fiscal quarter of 2011, as measured by the difference between the price of crude oil contracts traded on the NYMEX for the proceeding month to the prices for NYMEX gasoline and heating oil contracts in the current trading month, is improving over the second quarter of fiscal year 2011. The lagged 3-2-1 crackspread for the third quarter of fiscal 2011 as measured on April 1, 2011, was $28.13 as compared to $17.66 for the second fiscal quarter of 2011, a $10.47 or 59% improvement.

On January 14, 2011, the Company entered into an Asphalt Purchase and Sale Agreement and Asphalt Product Throughput and Terminal Services Agreement (together, the “Asphalt Agreements”) with United Refining Asphalt, Inc. (“URA”), a special purpose entity formed by United Refining, Inc. (our “Parent”). See “Management’s Discussion and Analyses of Financial Condition and Results of Operation—Liquidity and Capital Resources.”

During March 2011, the Company sold $365,000,000 of 10.500% First Priority Senior Secured Notes due 2018. The net proceeds of the offering of $344,249,000 were used to retire all of its outstanding 10.500% Senior Unsecured Notes due 2012, pay accrued interest of $3,400,000 and a redemption premium related thereto and for general corporate purposes. See Footnote 7 Subsequent Event.

On February 22, 2011 the Company announced the launch of a cash tender offer (the “Tender Offer”) for any and all of its outstanding 10 ½ % Senior Notes due 2012 issued under an indenture dated as of August 6, 2004 (the “Indenture”) and consent solicitation (the “Solicitation”) for certain proposed amendments to the Indenture (the “Proposed Amendments”). Each holder who validly tendered its Senior Notes due 2012 and delivered consents to the proposed Amendments prior to 5:00 pm, New York City time, on March 7, 2011, (the “Consent Dates”), received the total consideration of $1,005.00, which included $975.00 as the tender offer consideration and $30.00 as a consent payment. In addition, accrued but unpaid interest up to, but not including, the applicable payment date of the Senior Notes due 2012 was paid in cash on all validly tendered and accepted the Senior Notes due 2012. The Company paid a total of $188,607,725.92 on March 8, 2011 for $181,764,375 principal amount of the Senior Notes due 2012, $5,592,750 for consent payment, and $1,250,600.92 for accrued interest on those Senior Notes due 2012 tendered.

The Tender Offer expired at 12:00 midnight, New York City time, on March 21, 2011. Holders who validly tendered their Senior Notes due 2012 after the Consent Date received only the tender offer consideration and were not entitled to receive a consent payment pursuant to the Tender Offer. The Company paid the total

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consideration or tender offer consideration, as the case may be, plus accrued but unpaid interest, for the Senior Notes due 2012 accepted for purchase promptly following the date of such acceptance (such date, the “Final Payment Date”). On March 22, 2011, the Company paid a total of $678,224.68 for $670,800.00 principal amount of the Senior Notes due 2012 and $7,424.68 for accrued interest on those Senior Notes due 2012 tendered between the Consent Date (March 7, 2011) and the Final Payment Date (March 21, 2011).

On March 9, 2011, the Company issued a Notice of Redemption to all existing Noteholders of its 10 ½ % Senior Notes due 2012 redeeming these Senior Notes due 2012 at 100% par value plus accrued but unpaid interest on the redemption date of April 8, 2011. On April 8, 2011, $138,962,426.54 was paid in total of which $136,847,000 was for principal amount of Senior Notes due 2012 and $2,115,426.54 was for accrued interest.

In March 2011, the Company entered into a 21 month futures contracts for heating oil crackspreads. This is in response to the current margin environment and to manage our exposure to commodity price volatility. During March and April, the Company sold 2,475,000 barrels of heating oil crackspread swaps as part of its risk management strategy. The crackspread swaps expire sequentially beginning April 2011 through December 2012 and include approximately 165,000 barrels per month or approximately 37% of the Company’s annual projected diesel fuel production for fiscal 2011. These derivative instruments are being used by the Company to fix margins on future sales of ultra low sulphur diesel fuel. These derivatives will be recorded as assets or liabilities in its Consolidated Balance Sheets, with the periodic change in fair value recognized in its Statements of Operations as the change occurs.

The Company has received a written proposal from PNC Bank, N.A. for the syndication of an amended $175,000,000 revolving credit facility, which contemplates PNC Bank, N.A., underwriting up to $75,000,000 of such new facility subject to definitive documentation, due diligence, and other customary conditions.

On July 26, 2010, a rupture occurred in Line 6B pipeline on Enbridge’s Lakehead system in Michigan. The Company’s heavy crude oil purchases are shipped on Line 6B from western Canada. As a result, the Company was forced to reduce production in its crude processing unit until such time as the Enbridge Line 6B could be repaired and returned to normal service. As a result of the pipeline rupture, the Company filed a claim with its insurance carriers under its property insurance coverage which contains a provision for contingent business interruption in the maximum amount of $15 million plus up to $5 million towards expenses. The Company is currently in discussions with its insurance carriers to settle the claim. The Company intends to seek restitution from Enbridge for all of the losses that the Company incurred above any payments it receives from its insurance carriers.

Results of Operations

The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.

The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names through a network of Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart^® and Country Fair^® brand names.

A discussion and analysis of the factors contributing to the Company’s results of operations are presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Company’s operations, but should not serve as the only criteria for predicting the Company’s future performance.

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Retail Operations:

	Three Months Ended February 28,						Six Months Ended February 28,
	2011			2010			2011			2010
	(dollars in thousands)
Net Sales
Petroleum	$	305,221		$	260,100		$	591,702		$	521,442
Merchandise and other		59,560			58,589			124,298			120,876
Total Net Sales	$	364,781		$	318,689		$	716,000		$	642,318
Costs of goods sold	$	340,102		$	289,983		$	659,727		$	579,619
Selling, general and administrative expenses		32,344			31,622			63,798			62,358
Depreciation and amortization expenses		1,414			1,334			2,827			2,662
Segment Operating (Loss) Income	$	(9,079	)	$	(4,250	)	$	(10,352	)	$	(2,321	)
Retail Operating Data:
Petroleum sales (thousands of gallons)		94,390			93,972			193,502			191,426
Petroleum margin (a)	$	9,670		$	14,176		$	24,775		$	32,208
Petroleum margin ($/gallon) (b)		.1024			.1509			.1280			.1683
Merchandise and other margins	$	15,009		$	14,530		$	31,498		$	30,491
Merchandise margin (percent of sales)		25.2	%		24.8	%		25.3	%		25.2	%

(a) Includes the effect of intersegment purchases from the Company’s wholesale segment at prices which approximate market.

(b) Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses fuel margin per gallon calculations to compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry.

Comparison of Fiscal Quarters Ended February 28, 2011 and 2010

Net Sales

Retail sales increased during the fiscal quarter ended February 28, 2011 by $46.1 million or 14.5% for the comparable period in fiscal 2010 from $318.7 million to $364.8 million. The increase was primarily due to $45.1 million in petroleum sales and $1.0 million in merchandise sales. The petroleum sales increase resulted from a 16.8% increase in retail selling prices per gallon, and a .4 million gallon or .4% increase in retail petroleum volume. The merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold increased during the fiscal quarter ended February 28, 2011 by $50.1 million or 17.3% for the comparable period in fiscal 2010 from $290.0 million to $340.1 million. The increase was primarily due to $47.5 million in petroleum purchase prices, fuel tax of $1.1 million, freight cost of $1.0 million and merchandise cost of $.5 million. This increase in petroleum purchase prices resulted in lower petroleum retail margins, which is typical in a rising market when retail pricing does not keep pace with the rising market.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses increased during the fiscal quarter ended February 28, 2011 by $.7 million or 2.3% for the comparable period in fiscal 2010 from $31.6 million to $32.3 million. The increase was primarily due to payroll costs of $.3 million, credit/customer service costs of $.5 million and legal/professional fees of $.3 million, offset by a reduction in pension/post retirement costs of $.4 million. The decrease was primarily due to changes made in pension/post retirement benefits. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried employees retiring after

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September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all plan participants. For salaried employees meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective September 1, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan for all eligible employees as well as a transition contribution for older employees.

Comparison of Six Months Ended February 28, 2011 and 2010

Net Sales

Retail sales increased during the six months ended February 28, 2011 by $73.7 million or 11.5% for the comparable period in fiscal 2010 from $642.3 million to $716.0 million. The increase was primarily due to $70.3 million in petroleum sales, and $3.4 million in merchandise sales. The petroleum sales increase resulted from a 12.3% increase in retail selling prices per gallon and a 2.1 million gallon or 1.1% increase in sales volume. The merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.

Costs of Goods Sold

Retail costs of goods sold increased during the six months ended February 28, 2011 by $80.1 million or 13.8% for the comparable period in fiscal 2010 from $579.6 million to $659.7 million. The increase was primarily due to $74.6 million in petroleum purchase prices, merchandise costs of $2.4 million, fuel taxes of $2.1 million and freight costs of $1.0 million. This increase in petroleum purchase prices resulted in lower petroleum retail margins, which is typical in a rising market when retail pricing does not keep pace with the rising market.

Selling, General and Administrative Expenses

Retail SG&A expenses increased during the six months ended February 28, 2011 by $1.4 million or 2.3% for the comparable period in fiscal 2010 from $62.4 million to $63.8 million. The increase was due to payroll costs of $.9 million, credit/customer service costs of $.8 million, insurance/utilities/taxes of $.3 million and maintenance costs of $.2 million offset by a reduction in pension/post retirement costs of $.8 million. The decrease was primarily due to changes made in pension/post retirement benefits. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried employees retiring after September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all plan participants. For salaried employees meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective September 1, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan for all eligible employees as well as a transition contribution for older employees.

Wholesale Operations:

	Three Months Ended February 28,					Six Months Ended February 28,
	2011		2010			2011		2010
	(dollars in thousands)
Net Sales (a)	$	327,498	$	276,059		$	595,426	$	573,356
Costs of goods sold (exclusive of depreciation and amortization)		299,739		295,639			560,951		608,343
Selling, general and administrative expenses		4,475		6,062			8,807		12,085
Depreciation and amortization expenses		3,937		4,153			8,160		8,306
Segment Operating (Loss) Income	$	19,347	$	(29,795	)	$	17,508	$	(55,378	)

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Key Wholesale Operating Statistics:

	Three Months Ended February 28,						Six Months Ended February 28,
	2011			2010			2011			2010
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,321			2,228			3,950			4,509
Distillates		1,216			1,105			2,347			2,244
Asphalt		1,488			1,525			2,120			3,081
Butane, propane, residual products, internally produced fuel and other (“Other”)		538			554			1,307			1,080
Total Product Yield		5,563			5,412			9,724			10,914
% Heavy Crude Oil of Total Refinery Throughout (b)		60	%		60	%		44	%		61	%
Crude throughput (thousand barrels per day)		55.9			56.5			48.2			56.5
Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,342			1,269			2,434			2,532
Distillates		984			841			1,892			1,692
Asphalt		995			1,291			2,070			3,231
Other		193			294			317			545
Total Product Sales Volume		3,514			3,695			6,713			8,000
Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	139,992		$	107,782		$	238,384		$	210,311
Distillates		113,587			73,318			202,551			143,631
Asphalt		63,073			78,629			137,435			191,875
Other		10,846			16,330			17,056			27,539
Total Product Sales	$	327,498		$	276,059		$	595,426		$	573,356

(a) Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties.

(b) The Company defines “heavy” crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less.

Comparison of Fiscal Quarters Ended February 28, 2011 and 2010

Net Sales

Wholesale sales increased during the three months ended February 28, 2011 by $51.4 million or 18.6% for the comparable period in fiscal 2010 from $276.1 million to $327.5 million. The increase was due to a 24.7% increase in wholesale prices offset by a 4.9% decrease in wholesale volume.

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold increased during the three months ended February 28, 2011 by $4.1 million or 1.4% for the comparable period in fiscal 2010 from $295.6 million to $299.7 million. The increase in wholesale costs of goods sold during this period was primarily due to an increase in cost of raw materials.

Selling, General and Administrative Expenses

Wholesale SG&A expenses decreased during the three months ended February 28, 2011 by $1.6 million or 2.2% for the comparable period in fiscal 2010 from $6.1 million or 2.2% of net wholesale sales to $4.5 million or 1.4% of net wholesale sales. The decrease was primarily due to changes made in pension/post retirement benefits. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried

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employees retiring after September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all plan participants. For salaried employees meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective September 1, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan for all eligible employees as well as a transition contribution for older employees.

Comparison of Six Months Ended February 28, 2011 and 2010

During the six months ended February 28, 2011, wholesale sales were negatively affected by the Enbridge Pipeline disruption and the 30-day scheduled refinery maintenance turnaround in October 2010. These two events resulted in the Company running an average crude throughput of 40,500 bbl per day for the first fiscal quarter 2011 versus 56,500 bbl per day for the comparable period in fiscal 2010. The Enbridge Pipeline disruption also resulted in the Company running 22% of heavy crude oil for the first fiscal quarter 2011 versus 61% for the comparable period in fiscal 2010.

Net Sales

Wholesale sales increased during the six months ended February 28, 2011 by $22.0 million or 3.8% for the comparable period in fiscal 2010 from $573.4 million to $595.4 million. The increase was due to a 23.8% increase in wholesale prices offset by a 16.1% decrease in wholesale volume.

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the six months ended February 28, 2011 by $47.4 million or 7.8% for the comparable period in fiscal 2010 from $608.3 million to $560.9 million. The decrease in wholesale costs of goods sold was primarily due to a decrease in the costs of product purchased and refinery expenses.

Selling, General and Administrative Expenses

Wholesale SG&A expenses decreased during the six months ended February 28, 2011 by $3.3 million or 27.1% for the comparable period in fiscal 2010 from $12.1 million or 2.1% of net wholesale sales to $8.8 million or 1.5% of net wholesale sales. The decrease was primarily due to changes made in pension/post retirement benefits. Effective September 1, 2010, postretirement medical benefits for new hires and active salaried employees retiring after September 1, 2010 were eliminated. Additionally, effective January 1, 2011, deductibles and co-payments were added to the medical benefits plan for all plan participants. For salaried employees meeting certain age and service requirements, the Company will contribute a defined dollar amount towards the cost of retiree healthcare based upon the employee’s length of service. Similarly, effective September 1, 2010, benefits under the Company’s defined benefit pension plan were frozen for all salaried employees, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company will provide an enhanced contribution under its defined contribution 401(k) plan for all eligible employees as well as a transition contribution for older employees.

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Consolidated Expenses:

Interest Expense, net

Net interest expense (interest expense less interest income) for the three months ended February 28, 2011 increased $.2 million or 2.3% for the comparable period in fiscal 2010 from $8.7 million to $8.9 million. The increase was principally due to increased Revolving Credit Facility usage.

Net interest expense (interest expense less interest income) for the six months ended February 28, 2011 increased $.4 million or 2.3% for the comparable period in fiscal 2010 from $17.2 million to $17.8 million. The increase was principally due to increased Revolving Credit Facility usage.

Income Tax Expense / (Benefit)

The Company’s effective tax rate for the three and six months ended February 28, 2011 and 2010 was approximately 36% and 41% respectively. This reduction in the effective tax rate was due to the Company recording a valuation allowance for Pennsylvania Net Operating tax losses in the February 2011 period.

Liquidity and Capital Resources

We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer product demand, weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions.

The following table summarizes selected measures of liquidity and capital sources (in thousands):

	February 28, 2011
Cash and cash equivalents	$	24,587
Working capital	$	157,735
Current ratio		1.90
Debt	$	404,378

Primary sources of liquidity have been cash and cash equivalents, cash flows from operations and borrowing availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.

Our cash and cash equivalents consist of bank balances and investments in money market funds. These investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public markets.

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On February 18, 2011, our Parent received a federal income tax refund for fiscal 2010 in the amount of $38.5 million, which was transferred to us and used to pay down our Revolving Credit Facility.

	Six Months Ended February 28, 2011
	(in millions)
Significant uses of cash
Investing activities:
Additions to deferred turnaround costs		(6.0	)
Property, plant and equipment
Other general capital items (tank repairs, refinery piping, etc)		(8.8	)
Environmental		(1.4	)
Retail maintenance (blacktop, roof, HVAC, rehab)		(1.2	)
Computers and equipment upgrade		(.7	)
Retail petroleum upgrade		(.1	)
State and federal mandates:
Renewable fuels		(3.2	)
Reduction of benzene and gasoline		(2.8	)
Total property, plant and equipment		(18.2	)
Net cash used in investing activities		(24.2	)
Financing activities:
Proceeds from issuance of common stock of non-controlling interest		15.0
Net (reductions) borrowings on revolving credit facility		(7.7	)
Principal reductions of long term debt		(.6	)
Deferred financing costs		(.4	)
Net cash provided by financing activities		6.3
Working capital items:
Refundable income taxes		36.4
Decrease in inventory		25.8
Accounts receivable increase		(16.1	)
Accounts payable decrease		(8.7	)
Prepaid expense increase		(7.3	)
Sales, use and fuel taxes payable decrease		(5.8	)
Accrued liabilities decrease		(1.3	)
Amounts due from affiliated companies, net increase		(.6	)
Income taxes payable decrease		(.5	)
Cash provided by working capital items		21.9

We require a substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for the different refinery units.

Maintenance and non-discretionary capital expenditures have averaged approximately $6.0 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2011.

Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility

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with PNC Bank, N.A. as Agent Bank. Our revolving credit facility with PNC Bank, N.A., as Agent Bank (the “Revolving Credit Facility”) is $130,000,000. This provides the Company with flexibility relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles and will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general corporate purposes. The agreement expires on November 27, 2011. Under the Revolving Credit Facility, the applicable margin is calculated on the average unused availability as follows: (a) for base rate borrowing, at the greater of the Agent Bank’s prime rate the Federal Funds Open Rate plus .5%; or the Daily LIBOR rate plus 1%; plus an applicable margin of 0% to .5%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 1.75% to 2.25%. The Agent Bank’s prime rate at February 28, 2011 was 3.25%.

The Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had standby letters of credit of $4.4 million as of February 28, 2011 and there were outstanding borrowings under the Revolving Credit Facility in the amount of $60.0 million resulting in net availability of $65.6 million. As of April 14, 2011 there was $29.0 million outstanding on the $130 million Revolving Credit Facility and standby letters of credit in the amount of $4.4 million, resulting in a net availability of $96.6 million and the Company had full access to it. The Company’s working capital ratio was 1.9 as of February 28, 2011.

The Company has received a written proposal from PNC Bank, N.A. for the syndication of an amended $175,000,000 revolving credit facility, which contemplates PNC Bank, N.A., underwriting up to $75,000,000 of such new facility subject to definitive documentation, due diligence, and other customary conditions.

On January 14, 2011, we entered into an Asphalt Purchase and Sale Agreement and Asphalt Product Throughput and Terminal Services Agreement (together, the “Asphalt Agreements”) with United Refining Asphalt, Inc. (“URA”), a special purpose entity formed by United Refining, Inc. (our “Parent”) in connection with the Asphalt Agreements, under the terms of which, we may sell asphalt to URA during the winter months at such times and in such amounts as may be mutually agreed by the parties, and are required to provide storage and related services until such asphalt is resold and delivered to third parties during the summer months. URA has received financing for up to $30 million in purchases under the agreements, and was capitalized with $15 million in cash by our Parent.

The winter months are typically a time of depressed asphalt pricing. This agreement provides us with incremental liquidity to allow us to continue to produce asphalt during the winter months in anticipation of an improved pricing environment during the summer months. Under the Asphalt Agreements’ terms, if we sell asphalt to URA during the winter and after URA has made all outstanding payments under a loan agreement to a third party lender, including interest, URA would pay us 90% of the profits from summertime asphalt sales to third parties, less an accommodation fee of $3.00 per ton of asphalt sold.

We have determined that URA meets the definition of a variable interest entity and, in connection with the Asphalt Agreements, the Company is the primary beneficiary. Therefore we are required to treat URA similar to a consolidated subsidiary for financial reporting purposes. As a result, we will consolidate the financial results of URA, including its entire balance sheet with the shareholder’s equity of URA displayed as a component of equity (noncontrolling interest) and its entire income statement (after intercompany eliminations). The net income (loss) of URA will not increase (or decrease) our net income, but rather will be included in our equity section as an increase (or decrease) to noncontrolling interest.

The URA credit facility is secured by URA’s cash accounts, accounts receivable and inventory. The applicable margin under this facility is; (a) for base rate borrowings the Agent Bank’s prime rate plus an applicable margin of 2.75%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 3.75%. The Agent Bank’s prime rate at February 28, 2011 was 3.25%. The $30 million facility will expire September 30, 2011. As of February 28, 2011, URA had borrowed $15.3 million under this facility. As of April 14, 2011, URA had borrowings of $13.8 million under the facility.

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Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.

Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.

Seasonal Factors

Seasonal factors affecting the Company’s business may cause variation in the prices and margins of some of the Company’s products. For example, demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.

As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil and kerosene tend to increase in winter.

Inflation

The effect of inflation on the Company has not been significant during the last five fiscal years.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company uses its revolving credit facility to finance a portion of its operations. As of April 14, 2011, there was $29.0 million outstanding under the revolving line of credit. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.

The Company has exposure to price fluctuations of crude oil and refined products. The Company does not manage the price risk related to all of its inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels. The Company had no open future positions at February 28, 2011.

See also Recent Developments section of Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the Company’s hedging activities.

Item 4. Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of February 28, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls

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and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of February 28, 2011, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended February 28, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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Part II OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The First Priority Senior Secured Notes due 2018 are secured by certain assets of the Company and a foreclosure on such liens could adversely affect our business.

The First Priority Senior Secured Notes due 2018 are secured by a pledge of the stock of our subsidiary Kiantone Pipeline Corporation and, subject to certain exceptions, by a mortgage lien on and a security interest in the assets comprising the refinery. In case of a continuing event of default by the Company, the collateral agent may exercise all rights of a mortgagee and/or secured party under applicable law, including, without limitation, transferring to itself or a nominee title to such collateral, which could adversely affect our business.

We may issue additional notes and enter into hedging activities that would be secured by the same collateral securing the First Priority Senior Secured Notes due 2018.

Subject to the covenants and conditions contained in the indenture, we are permitted to issue additional notes and enter into hedging obligations secured by a lien that ranks equally with the First Priority Senior Secured Notes due 2018. In addition, the estimated net book value of the collateral is substantially less than the outstanding aggregate principal amount of the First Priority Senior Secured Notes due 2018 and the mortgage on the refinery is limited to a stated maximum principal amount of $450 million. To the extent that the Senior Secured Notes due 2018, any obligations in respect of hedging arrangements and any other obligations secured by the mortgagee exceed $450 million, the principal amount of such obligations in excess of such capped amount is not secured by the mortgage. Moreover, by its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. Any additional obligations, and the limited net book value and potential illiquidity of the collateral, may limit the recovery from the realization of the value of such collateral available to satisfy the holders of the First Priority Senior Secured Notes due 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

None.

Item 5. Other Information.

None.

30

Item 6. Exhibits.

Exhibit 10.1	Purchase Agreement, dated February 25, 2011, by and between United Refining Company and Credit Suisse Securities (USA) LLC relating to the purchase of $365,000,000 of 10.500% First Priority Senior Secured Notes Due 2018
Exhibit 10.2	Amendment No. 9 to Credit Agreement, dated January 14, 2011, by and among URC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent. RC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent.
Exhibit 10.3	Amendment No. 10 to Credit Agreement, dated February 3, 2011, by and among URC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent. RC, URCP, KPC, CFI, K-FC and the Banks party thereto and PNC Bank, National Association, as Agent.
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

UNITED REFINING COMPANY OF

PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

UNITED JET CENTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

KWIK-FILL CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

BELL OIL CORP.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

39

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

PPC, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

SUPER TEST PETROLEUM, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

KWIK-FIL, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

VULCAN ASPHALT REFINING CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 14, 2011

COUNTRY FAIR, INC.

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President and Chief Operating Officer

/s/ James E. Murphy

James E. Murphy

Vice President Finance

44

EX-10.1

Exhibit 10.1

UNITED REFINING COMPANY

$365,000,000

10.500% First Priority Senior Secured Notes Due 2018

Purchase Agreement

February 25, 2011

CREDIT SUISSE SECURITIES (USA) LLC

As Representative of the Several Initial Purchasers

c/o Credit Suisse Securities (USA) LLC (“Credit Suisse”)

Eleven Madison Avenue

New York, N.Y. 10010-3629

Ladies and Gentlemen:

United Refining Company, a corporation organized under the laws of Pennsylvania (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), $365,000,000 principal amount of its 10.500% First Priority Senior Secured Notes Due 2018 (the “Notes”). The Notes are to be issued under an indenture, to be dated as of March 8, 2011 (the “Indenture”), among the Company, the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). 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”). The Securities will be secured pursuant to the security documents listed on Schedule IV hereto (the “Security Documents”) by a lien on the Collateral (as defined herein). Certain capitalized terms used herein are defined in Section 21 hereof.

The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date (as defined herein), among the Issuers and Credit Suisse, as representative of the Initial Purchasers, pursuant to which the Issuers will agree to register the Securities under the Act subject to the terms and conditions therein specified.

The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under the Act in reliance upon exemptions from the registration requirements of the Act.

In connection with the sale of the Securities, the Issuers have prepared a Preliminary Confidential Offering Circular, dated February 22, 2011 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the “Preliminary Offering Circular”), and a Final Offering Circular, dated February 25, 2011 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the “Final Offering Circular”). Each of the Preliminary Offering Circular and the Final Offering Circular sets forth certain information concerning the Issuers and the Securities. Each of the Issuers hereby confirms that it has authorized the use of the Disclosure Package, the Final Offering Circular, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers as contemplated by this Agreement, the Disclosure Package and the Final Offering Circular. Unless stated to the contrary, any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Disclosure Package and the Final Offering Circular shall

be deemed to refer to and include any information filed under the Exchange Act subsequent to the Execution Time that is incorporated by reference therein.

1. Representations and Warranties. The Issuers, jointly and severally, represent and warrant to the Initial Purchasers as set forth below in this Section 1.

(a) The Preliminary Offering Circular, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date, the Final Offering Circular did not and will not (and any amendment or supplement thereto, at the date thereof and at the Closing Date will not) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty as to the information contained in or omitted from the Preliminary Offering Circular or the Final Offering Circular, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 8(b) hereof.

(b) The Disclosure Package, as of the Execution Time, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchasers specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section 8(b) hereof.

(c) None of the Issuers, their Affiliates, or any person acting on their behalf has, directly or indirectly, made offers or sales of any security, or solicited offers to buy, any security under circumstances that would require the registration of the Securities under the Act.

(d) None of the Issuers, their Affiliates, or any person acting on their behalf has: (i) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities or (ii) engaged in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and each of the Issuers, their Affiliates and each person acting on their behalf has complied with the offering restrictions requirements of Regulation S.

(e) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.

(f) No registration under the Act of the Securities is required for the offer and sale of the Securities to or by the Initial Purchasers in the manner contemplated herein, or in the Disclosure Package or the Final Offering Circular assuming, in each case: (i) that the purchasers who buy the Securities in any resales are either “qualified institutional buyers” (as defined under Rule 144A of the Act), institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D) or non-U.S. persons purchasing in an “offshore transaction” as defined in Regulation S and (ii) the accuracy of and compliance with the Initial Purchasers’ representations, warranties and covenants contained in Section 4 of this Agreement.

(g) None of the Issuers is, or after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Offering Circular will be, an “investment company” under the Investment Company Act,

without taking account of any exemption arising out of the number of holders of the Issuers’ securities.

(h) Each Issuer is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

(i) None of the Issuers has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of any Issuer under circumstances that would require the registration of the Securities under the Act (except as contemplated in this Agreement).

(j) None of the Issuers has taken, directly or indirectly, any action designed to cause or result, or has caused or resulted, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of any Issuer to facilitate the sale or resale of the Securities.

(k) Each Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package or the Final Offering Circular, and each such Issuer is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification, or is subject to no material liability by reason of the failure to be so qualified in any such jurisdiction.

(l) All the outstanding shares of capital stock of each Issuer and each subsidiary of each Issuer that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the Disclosure Package and the Final Offering Circular, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance (other than permitted liens under the Indenture as described in the Disclosure Package or the Final Offering Circular).

(m) The statements set forth in the Preliminary Offering Circular and the Final Offering Circular under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Certain U.S. Federal Income Tax Consequences,” insofar as they purport to describe United States federal income tax considerations to holders of the Securities, fairly summarize the matters described therein in all material respects.

(n) This Agreement has been duly authorized, executed and delivered by each Issuer; the Indenture has been duly authorized and, when duly executed and delivered by each Issuer and assuming due authorization, execution and delivery thereof by the Trustee, will be a legal, valid, binding instrument enforceable against each Issuer in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); the Notes have been duly authorized by the Company and, when duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers, will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and the security provided by the Security Documents (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the Registration Rights Agreement has been duly authorized by each Issuer and, when duly executed and delivered by each such Issuer, will constitute the legal, valid, binding and enforceable instrument of each such Issuer (subject, as to the enforcement of remedies, to applicable bankruptcy,

reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

(o) Each of the Guarantees has been duly authorized by the applicable Guarantor and, when executed by the applicable Guarantor and delivered to the Trustee in accordance with the terms of the Indenture, will constitute the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms (subject as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or other laws affecting creditors’ rights generally from time to time in effect and to the general principles of equity).

(p) Each Security Document (i) will conform to the description thereof in the Disclosure Package and (ii) has been duly authorized by each Issuer party thereto and, when duly executed and delivered by each Issuer party thereto and assuming the due authorization, execution and delivery thereof by each other party thereto, will constitute the legal, valid and binding obligation of each Issuer party thereto, enforceable against each such Issuer in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, and will create valid and upon the recordation of the Mortgage and the filing of financing statements with the appropriate governmental authorities (including payment of any appropriate filing or recording fees and any applicable taxes) and taking other actions described in the applicable Security Document, perfected liens in the Collateral subject to no prior liens (other than liens permitted under the Indenture as described in the Disclosure Package or the Final Offering Circular).

(q) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated by this Agreement, the Indenture, the Registration Rights Agreement or the Security Documents, except such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold and, in the case of the Registration Rights Agreement, such as will be obtained under the Act and the Trust Indenture Act, and, in the case of the Security Documents, the filing of the UCC-1 financing statements and recording of the Mortgage.

(r) None of the execution and delivery by the Issuers of the Indenture, this Agreement, any Security Document or the Registration Rights Agreement, the issuance and sale of the Securities, or the consummation of any other of the transactions herein or therein contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of any Issuer or any of its subsidiaries pursuant to, (i) the charter or by-laws of such Issuer or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which such Issuer or any of its subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Issuer or any of its subsidiaries or any of its or their properties, except where such breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of any Issuer as set forth in clauses (ii) or (iii) above would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(s) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included in the Disclosure Package or the Final Offering Circular present fairly the financial condition, results of operations and cash flows of the Company and its

consolidated subsidiaries as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the caption “Selected Consolidated Financial and Operating Data” in the Preliminary Offering Circular and the Final Offering Circular, the summary financial data set forth under the caption “Summary Historical Consolidated Financial and Other Operating Data” in the Preliminary Offering Circular and the Final Offering Circular, and financial information set forth under the caption “Capitalization” in the Preliminary Offering Circular and the Final Offering Circular, fairly presents, on the basis stated in the Preliminary Offering Circular and the Final Offering Circular, the information included therein.

(t) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Issuers or any of their respective subsidiaries or their property is pending or, to the best knowledge of any Issuer, threatened that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement, the Indenture, the Securities, any Security Document or the Registration Rights Agreement, or the consummation of any of the transactions contemplated hereby or thereby or (ii) would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(u) Except as disclosed in the Disclosure Package, the Issuers have good and valid title to all real properties and all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects other than liens permitted under the Indenture as described in the Disclosure Package or Final Offering Circular; and except as disclosed in the Disclosure Package or the Final Offering Circular, the Issuers hold any real property leased by or subject to easements granted to the Issuers or personal property leased by the Issuers under valid and enforceable leases or easements (as applicable) with no terms or provisions that would materially interfere with the use made or to be made thereof by them. Each of the properties of the Issuers (including, without limitation, Refinery and related property covered by the Mortgage) complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Disclosure Package or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Issuer has received from any governmental or regulatory authority any notice of any condemnation of, or zoning change affecting, the properties of any Issuer (including, without limitation, the Refinery and related property subject to the Mortgage) and, to the knowledge of the Issuers, no such condemnation or zoning change is threatened, in each case, which if consummated would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(v) No Issuer is in violation or default of: (i) any provision of its charter or bylaws or other organizational or governing documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to any Issuer of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuers or any of their properties, as applicable, except where such violation or default as set forth in clause (ii) or (iii) would not have a Material Adverse Effect.

(w) Each of the Issuers is, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the

probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

(x) BDO USA, LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules included in the Disclosure Package or the Final Offering Circular, are independent public accountants with respect to the Company within the meaning of the Act.

(y) The Issuers have filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular) and have paid all taxes required to be paid by them and any other taxes, assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(z) Except as set forth or contemplated in the Disclosure Package, since the end of the period covered by the latest audited financial statements included in the Disclosure Package, there has been no material adverse change to the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

(aa) No labor problem or dispute with the employees of any of the Issuers exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of the Issuers’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect, and except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(bb) The Issuers are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged, and no Issuer has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(cc) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except (i) as described in or contemplated in the Disclosure Package or the Final Offering Circular (exclusive of any amendment or supplement thereto) and (ii) in connection with the Revolving Credit Facility.

(dd) The Issuers possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and no Issuer has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular.

(ee) Each Issuer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ff) Each Issuer and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) and such disclosure controls and procedures are effective.

(gg) Each Issuer (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the pollution or protection of the environment, including those relating to hazardous or toxic substances or wastes, pollutants or contaminants, and of human health and safety (to the extent related to exposure to hazardous or toxic substances or wastes, pollutants or contaminants) (“Environmental Laws”); (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses; and (iii) has not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package or the Final Offering Circular. Except as set forth in the Disclosure Package or the Final Offering Circular, no Issuer has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except in such cases that would not have a Material Adverse Effect.

(hh) The Issuers have no costs and liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).

(ii) Except in such case as would not have a Material Adverse Effect, (i) the minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by each Issuer and/or one or more of such Issuer’s subsidiaries, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so qualified; (ii) each Issuer and each of such Issuer’s subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; (iii) each pension plan and welfare plan established or maintained by the Issuers and/or any of their subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA; and (iv) no Issuer or any of its subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

(jj) The statistical and market-related data included in the Disclosure Package and the Final Offering Circular are based on or derived from sources which the Issuers believe to be reliable and accurate.

(kk) None of the Issuers or any agent acting on their behalf has taken or will take any action that might cause this Agreement or the sale of the Securities to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect, or as the same may hereafter be in effect, on the Closing Date.

(ll) To the knowledge of the Issuers, the operations of each Issuer and its respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuers, threatened.

(mm) No Issuer or, to the knowledge of the Issuers, any director, officer, agent, employee or Affiliate of any Issuer is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Issuers and, to the knowledge of the Issuers, their Affiliates have conducted their businesses in compliance with the FCPA.

(nn) The Company is in compliance with all the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) that are currently in effect and require compliance by the Company on or before the Execution Time.

(oo) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(pp) All of the Company’s subsidiaries (as defined herein) are listed on Schedule II hereto and each such subsidiary will be a Guarantor unless indicated otherwise on such schedule.

(qq) Any certificate signed by any officer of any Issuer and delivered to the Initial Purchasers or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by each such Issuer, as to matters covered thereby, to the Initial Purchasers.

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Issuers, at a purchase price of 94.468% of the principal amount thereof, plus accrued interest from March 8, 2011 to the Closing Date, the entire principal amount of Securities set forth opposite the names of the several Initial Purchasers in Schedule I hereto.

3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on March 8, 2011 or at such time on such later date not more than three Business Days after the foregoing date as Credit Suisse shall designate, which date and time may be

postponed by agreement between Credit Suisse and the Company (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the account of Credit Suisse against payment by the Initial Purchasers of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless Credit Suisse shall otherwise instruct.

4. Offering by Initial Purchasers.

(a) The Initial Purchasers acknowledge that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.

(b) Each Initial Purchaser represents and warrants to and agrees with the Issuers that:

i. it has not offered or sold, and will not offer or sell, any Securities within the United States or to, or for the account or benefit of, U.S. persons (A) as part of their distribution at any time or (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date of the offering, except to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act) or in accordance with Rule 903 of Regulation S;

ii. neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States;

iii. in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A;

iv. neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities;

v. it is an “accredited investor” (as defined in Rule 501(a) of Regulation D);

vi. it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the Securities, except for any such arrangements with the other Initial Purchasers or with its Affiliates or with Affiliates of the other Initial Purchasers or with the prior written consent of the Company;

vii. it and any distributor (within the meaning of Regulation S) has complied and will comply with the offering restrictions requirement of Regulation S;

viii. at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect:

(A) “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by Regulation S.”;

(B) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom;

(C) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities, in circumstances in which section 21(1) of the FSMA does not apply to the Company; and in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), it has not made and will not make an offer to the public of any Securities which are the subject of the offering contemplated by this Agreement in that Relevant Member State, except that it may make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(2) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year, (ii) a total balance sheet of more than €43,000,000 and (iii) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(3) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior written consent of Credit Suisse for any such offer; or

(4) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of Securities shall result in a requirement for the publication by the Company or the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

5. Agreements. The Issuers, jointly and severally, agree with the Initial Purchasers that:

(a) The Issuers will furnish to Credit Suisse and to counsel for the Initial Purchasers (and, upon request, to each of the other Initial Purchasers), without charge, during the period referred to in paragraph (iii) below, as many copies of the materials contained in the Disclosure Package and the Final Offering Circular and any amendments and supplements thereto as they may reasonably request.

(b) The Company has prepared a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, attached as Schedule III hereto. The Issuers will not amend or supplement the Disclosure Package or the Final Offering Circular, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the

prior written consent of Credit Suisse; provided, however, that, prior to the completion of the distribution of the Securities by the Initial Purchasers (as determined by Credit Suisse), the Company will not file any document under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Offering Circular unless, prior to such proposed filing, the Company has furnished Credit Suisse (and, upon request, to each of the other Initial Purchasers) with a copy of such document for its review and Credit Suisse has not reasonably objected to the filing of such document. The Company will promptly advise Credit Suisse when any document filed under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Offering Circular shall have been filed with the Commission.

(c) If at any time prior to the completion of the sale of the Securities by the Initial Purchasers (as determined by Credit Suisse), any event occurs as a result of which the Disclosure Package or the Final Offering Circular, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Disclosure Package or the Final Offering Circular to comply with applicable law, the Issuers will (x) if such time is prior to the date that is nine months from the date of the Final Offering Circular, at the Issuers’ expense and (y) if otherwise, at the Initial Purchasers’ expense, promptly (i) notify Credit Suisse of any such event; (ii) subject to the requirements of paragraph (b) of this Section 5, prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or the Final Offering Circular to Credit Suisse and counsel for the Initial Purchasers (and, upon request, to each of the other Initial Purchasers) without charge in such quantities as they may reasonably request.

(d) Without the prior written consent of Credit Suisse, neither the Company nor any of its Affiliates has given and neither will give to any prospective purchaser of the Securities any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Final Offering Circular or any other offering materials prepared by or with the prior written consent of Credit Suisse.

(e) The Issuers will arrange, upon the request of Credit Suisse, for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as Credit Suisse may designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall any Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Issuers will promptly advise Credit Suisse of the receipt by any Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(f) During the period of one year after the Closing Date, the Issuers will not, and will not permit any of their Affiliates to, resell any Securities that constitute “restricted securities” under Rule 144 that have been acquired by any of them, provided however that the foregoing shall not apply to any sale to the extent (i) the Securities sold are in certificated form, (ii) the purchaser agrees in writing to comply with the provisions of this Section 5(f) and (iii) the Securities sold contain a legend that sets forth the provisions of this Section 5(f).

(g) None of the Issuers, their Affiliates, or any person acting on any of their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Act.

(h) None of the Issuers, their Affiliates, or any person acting on any of their behalf will engage in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with any offer or sale of the Securities in the United States and none of the Issuers, their Affiliates, or any person acting on any of their behalf will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S.

(i) So long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, the Issuers will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities.

(j) The Issuers will cooperate with Credit Suisse and use their best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(k) Each of the Securities will bear, to the extent applicable, the legend contained in “Transfer Restrictions” in the Preliminary Offering Circular and the Final Offering Circular for the time period and upon the other terms stated therein.

(l) Any Securities issued to an affiliate of the Company will be in certificated form and shall bear a legend that sets forth the provisions of Section 5(f).

(m) No Issuer will take, directly or indirectly, any action designed to result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of any Issuer to facilitate the sale or resale of the Securities.

(n) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Rights Agreement, the issuance of the Securities and the fees of the Trustee; (ii) the preparation, printing or reproduction of the Preliminary Offering Circular and the Final Offering Circular and each amendment or supplement to either of them; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the materials contained in the Disclosure Package and the Final Offering Circular, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (v) any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states and any other jurisdictions specified pursuant to Section 5(e) (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and qualification); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Issuers’ accountants and the fees and expenses of counsel (including local and special counsel) for the Issuers; (x) any mortgage recording or similar taxes and all costs relating to the creation and perfection of liens on the Collateral and any intercreditor arrangements in respect thereof (but excluding the fees and expenses of Davis Polk & Wardwell LLP) and all other costs related to the title insurance and other deliverables in respect of the Mortgages; and (xi) all other costs and expenses incident to the performance by the Issuers of their obligations hereunder. It is understood, however, that the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel (except as set forth in the preceding sentence), transfer taxes,

fees and commissions on resale of any of the securities by them, and any advertising expenses connected with any offers it may make.

(o) The Company will, for a period of twelve months following the Execution Time, furnish to the Initial Purchasers (i) all reports or other communications (financial or other) generally made available to stockholders, and deliver such reports and communications to the Initial Purchasers as soon as they are available, unless such documents are furnished to or filed with the Commission or any securities exchange on which any class of securities of the Company is listed and generally made available to the public and (ii) such additional information concerning the business and financial condition of the Company as Initial Purchasers may from time to time reasonably request (such statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to stockholders).

(p) Each Issuer will comply with all applicable securities and other laws, rules and regulations, including, without limitation, and to the extent applicable, the Sarbanes-Oxley Act, and use its best efforts to cause each of their directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Issuers contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of their respective obligations hereunder and to the following additional conditions:

(a) The Initial Purchasers shall have received from Cahill Gordon & Reindel LLP, counsel for the Company, an opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Annex A-1 attached hereto, and disclosure letter, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Annex A-2 attached hereto.

(b) The Initial Purchasers shall have received from John R. Wagner, General Counsel for the Issuers, the opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Annex B attached hereto.

(c) The Initial Purchasers shall have received from Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Offering Circular (as amended or supplemented at the Closing Date) and other related matters as the Initial Purchasers may reasonably require, and each of the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d) The Initial Purchasers shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture) an opinion from Pietragallo, Bosick & Gordon LLP, counsel for the Issuers in the Commonwealth of Pennsylvania dated the Closing Date (or such later date or time as contemplated by the Disclosure Package and the Indenture), in form and substance reasonably satisfactory to the Initial Purchasers, subject to customary assumptions and qualifications.

(e) The Initial Purchasers shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture) fully executed original copies, or arrangements satisfactory to the Collateral Agent shall have been made for the delivery, of each Security Document and such evidence as the Initial Purchasers may reasonably

require of the effectiveness of the security interest contemplated thereby and the perfection of the security interest created thereby (including, without limitation, the filing of UCC-1s and the recordation of the Mortgage or arrangements satisfactory to the Collateral Agent for such perfection), provided the Mortgage of the Refinery shall have been executed and delivered to the Collateral Agent on or prior to the Closing Date.

(f) The Initial Purchasers shall have received, by the Closing Date, fully executed copies of Amendment No. 10 to the Revolving Credit Facility, reasonably satisfactory to Initial Purchasers counsel, which amendment shall permit the issuance of the Securities as contemplated in the Disclosure Package and Indenture.

(g) The Initial Purchasers shall have received, by the Closing Date, fully executed copies of a supplemental indenture to the indenture between the Company, the Guarantors and the Trustee dated August 6, 2004, which supplemental indenture shall permit issuance of the Securities as contemplated in the Disclosure Package and Indenture.

(h) The Collateral Agent shall have received a fully executed original copy of the Intercreditor Agreement (as described in Schedule IV hereto), in form and substance reasonably satisfactory to the Initial Purchasers.

(i) The Collateral Agent shall have received, or arrangements satisfactory to the Collateral Agent shall have been made for the delivery of, fully executed original copies of releases of any existing security agreements and mortgages or deeds of trust with respect to the Collateral securing any obligations of the Issuers or any of their respective subsidiaries, in each case in form and substance reasonably satisfactory to the Initial Purchasers and, in the case of existing mortgages or deeds of trust, the title company issuing the policies described below.

(j) The Collateral Agent shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture), or arrangements satisfactory to the Collateral Agent shall have been made for the delivery of, with respect to the Mortgage: (i) an ALTA extended coverage lender’s policy of title insurance in an amount equal to $50 million, insuring the Mortgage of such property as a valid, enforceable lien on the applicable Issuer’s interest in such property as defined in and subject to such Mortgage, subject only to Permitted Liens (as defined in the Indenture), (ii) for the policy referred to in clause (i), legible copies of all documents affecting title, which shall show all recording information, (iii) any existing surveys with respect to such property, and (iv) evidence of all insurance required to be maintained pursuant to the terms and provisions of the Indenture together with any required endorsements. Attached to each such title insurance policy shall be any and all endorsements that are standard in the Commonwealth of Pennsylvania and reasonably required by the Initial Purchasers. Notwithstanding the foregoing with respect to such endorsements, it is understood that the policy shall include only those endorsements that the Company is able to obtain at commercially reasonable rates. It being further understood that a zoning report issued by the Planning and Zoning Resource Corporation may be delivered in lieu of a zoning endorsement and in no event shall any Issuer be required to provide a creditor’s rights endorsement.

(k) The Company shall have furnished to the Initial Purchasers a certificate of the Company, signed by (x) the Chairman of the Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Offering Circular, any amendments or supplements thereto, and this Agreement and that:

i. the representations and warranties of each Issuer in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each Issuer has complied with all

the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and

ii. since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package and the Final Offering Circular (exclusive of any amendment or supplement thereto), there has been no material adverse change to the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Offering Circular.

(l) At the Execution Time and at the Closing Date, the Issuers shall have requested and caused BDO USA, LLP to furnish to the Initial Purchasers, a “comfort” letter, dated as of the Execution Time and a bring-down “comfort letter”, dated as of the Closing Date, in form and substance satisfactory to the Initial Purchasers, confirming that they are independent accountants within the meaning of the Exchange Act and within the meaning of the rules of the Public Company Accounting Oversight Board and confirming certain matters with respect to the audited and unaudited financial statements and other financial and accounting information contained in the Disclosure Package and the Final Offering Circular, including any amendment or supplement thereto at the date of the applicable letter.

(m) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package and the Final Offering Circular, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (j) of this Section 6; or (ii) any change, or any development involving a prospective change in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Offering Circular, without any amendment, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Initial Purchasers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Offering Circular.

(n) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s securities by any “nationally recognized statistical rating organization” (as such term is used in Rule 436 under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(o) Prior to the Closing Date, the Company shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request.

(p) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Initial Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

(q) The documents required to be delivered by this Section 6 will be delivered at the office of Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, at 450 Lexington Avenue, New York, New York 10017, on the Closing Date.

7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Issuers to perform any agreement herein or comply with any provision hereof other than by reason of a default by any Initial Purchaser, the Issuers will reimburse the Initial Purchasers on demand for all expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution.

(a) The Issuers, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Circular, Disclosure Package, the Final Offering Circular, any Issuer Written Information or any other written information used by or on behalf of the Issuers in connection with the offer or sale of the Securities, or in any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Offering Circular, the Disclosure Package, the Final Offering Circular, any Issuer Written Information or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the Initial Purchasers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

(b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless each Issuer, each of their directors, each of their officers, and each person who controls such Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from such Issuer to each Initial Purchaser, but only with reference to written information relating to the Initial Purchasers furnished to such Issuer by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering Circular, the Disclosure Package, any Issuer Written Information or the Final Offering Circular or in any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that the Initial Purchasers may otherwise have. Each Issuer acknowledges that the statements regarding market-making activities in the seventh paragraph and the eighth and ninth paragraphs under the heading “Plan of Distribution” in the Preliminary Offering Circular and the Final Offering Circular constitute the only information furnished in writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Offering Circular, the Disclosure Package, Issuer Written Information or the Final Offering Circular in any amendment or supplement thereto.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize in writing the indemnified party to employ separate counsel at the expense of the indemnifying party; provided, however, the indemnifying party shall not be liable for the fees and expenses of more than one such separate counsel (together with local counsel) in connection with any action or related proceeding in the same jurisdiction. An indemnifying party will not, without the prior written consent of the indemnified parties, which consent shall not be unreasonably withheld, delayed or conditioned, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and each Initial Purchaser severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Issuers and any Initial Purchaser may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and by the Initial Purchasers on the other from the offering of the Securities; provided, however, that in no case shall any Initial Purchaser be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuers and each Initial Purchaser severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by them, and benefits received by the Initial Purchasers shall be

deemed to be equal to the total purchase discounts and commissions. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers on the one hand or the Initial Purchasers on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuers and the Initial Purchasers agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of any Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls an Issuer within the meaning of either the Act or the Exchange Act and each officer and director of an Issuer shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).

9. Default of Initial Purchasers. If any Initial Purchaser or Initial Purchasers default in their obligations to purchase the Notes hereunder and the aggregate principal amount of the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Initial Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Initial Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Initial Purchasers agreed but failed to purchase. If any Initial Purchaser or Initial Purchasers so default and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to Credit Suisse and the Company for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except as provided in Section 11. As used in this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 9. Nothing herein will relieve a defaulting Initial Purchaser from liability for its default.

10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Initial Purchasers, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on such exchange or the Nasdaq National Market; (ii) trading of any securities of the Company shall have been suspended on any exchange or over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Initial Purchasers, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Preliminary Offering Circular and the Final Offering Circular.

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuers or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the Issuers or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchasers, will be mailed, delivered or sent by facsimile transmission to c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD; or, if sent to the Issuers, will be mailed, delivered or facsimile transmission to (814) 723-4371 and confirmed to it at 15 Bradley Street, Warren, Pennsylvania 16365, attention of the Legal Department; provided, however, that any notice to an Initial Purchaser pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Initial Purchaser.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 8 hereof and their respective successors, and, except as expressly set forth in Section 5(i) hereof, no other person will have any right or obligation hereunder.

14. Representation of Initial Purchasers. You will act for the several Initial Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Initial Purchasers.

15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers and the Initial Purchasers, with respect to the subject matter hereof.

16. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

17. No Fiduciary Duty. Each Issuer hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuers, on the one hand, and the Initial Purchasers and any Affiliate through which it may be acting, on the other, (b) each Initial Purchaser is acting as principal and not as an agent or fiduciary of the Issuers and (c) the Issuers’ engagement of the Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each Issuer agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any Initial Purchaser has advised or is currently advising the Issuers on related or other matters). Each Issuer agrees that it will not claim that any Initial Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to such Issuer, in connection with such transaction or the process leading thereto.

18. Waiver of Tax Confidentiality. Notwithstanding anything herein to the contrary, purchasers of the Securities (and each employee, representative or other agent of a purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any transaction contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to the purchasers of the Securities relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

19. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Each such counterpart may be delivered by facsimile transmission, which such transmission being deemed valid and original.

20. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

21. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean (i) all owned real property, fixtures and equipment comprising the Refinery, including all buildings, terminals, storage tanks, refining and other facilities, pipelines, pipeline rights, loading racks, rail spurs and loading facilities now owned or hereafter acquired by the issuer which are now or hereafter affixed to or situated on the Refinery Property and used in the operation or necessary to operate the Refinery; (ii) the capital stock of Kiantone Pipeline Corporation; and (iii) all supporting obligations and books and records and proceeds relating to any of the foregoing; provided that the Collateral will not include any other assets or property, including, without limitation, the Excluded Assets (as defined in the Indenture).

“Collateral Agent” shall mean The Bank of New York Trust Company, N.A., as Collateral Agent under the Indenture, the Security Agreement (as described in Schedule IV hereto) and the Mortgage (as described in Schedule IV hereto).

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Preliminary Offering Circular, as amended or supplemented at the Execution Time and (ii) the final term sheet prepared pursuant to Section 5(b) hereto and attached as Schedule III hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Issuer Written Information” shall mean any writings in addition to the Preliminary Offering Circular that the parties expressly agree in writing to treat as part of the Disclosure Package. Issuer Written Information includes, but is not limited to, the electronic Bloomberg roadshow slides and the accompanying audio recording.

“Refinery” means the Company-owned refinery located on a 92-acre site in Warren, Pennsylvania.

“Refinery Property” means certain areas of land covered by the Mortgage.

“Regulation D” shall mean Regulation D under the Act.

“Regulation S” shall mean Regulation S under the Act.

“Regulation S-X” shall mean Regulation S-X under the Act.

“Revolving Credit Facility” shall mean one or more credit facilities with banks or institutional lenders providing for revolving credit, term loans or letters of credit including without limitation, that certain Amended and Restated Credit Agreement, dated as of July 12, 2002, as amended by that Amendment No. 1 to Credit Agreement, dated as of November 27, 2002, as amended by that Limited Waiver and Amendment No. 2, dated as of February 19, 2003, as amended by that Limited Waiver and Amendment No. 3, dated as of March 24, 2003, as amended by that Amendment No. 4 to Credit Agreement, dated as of January 27, 2004, as amended by that Amendment No. 5 to Credit Agreement, dated as of August 6, 2004, as amended by that Amendment No. 6 to Credit Agreement, dated as of April 19, 2005, as amended by that Amendment No. 7 to Credit Agreement, dated as of November 27, 2006, as amended by that Amendment No. 8 to Credit Agreement, dated as of November 21, 2008, as amended by Amendment No. 9 to Credit Agreement, dated as of January 14, 2011 and as amended by Amendment No. 10 to Credit Agreement dated as of February 3, 2011, among the Company, United Refining Company of Pennsylvania, Kiantone Pipeline Corporation, Country Fair, Inc., Kwik-Fill Corporation and the Banks party thereto and PNC Bank, National Association, as Agent.

“subsidiaries” shall mean those subsidiaries of the Company listed on Schedule II hereto.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantors and the Initial Purchasers.

[–Signature pages to follow–]

Very truly yours,
UNITED REFINING COMPANY
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	Chief Executive Officer
COUNTRY FAIR, INC
By:	/s/ James E. Murphy
Name:	James E. Murphy
Title:	Vice President Finance
By:	/s/ John R. Wagner
Name:	John R. Wagner
Title:	Secretary
KIANTONE PIPELINE CORPORATION
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	Chief Executive Officer
KIANTONE PIPELINE COMPANY
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
UNITED JET CENTER, INC.
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President

UNITED REFINING COMPANY OF PENNSYLVANIA
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	Chief Executive Officer
KWIK-FILL CORPORATION
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
BELL OIL CORP.
By:	/s/ James E. Murphy
Name:	James E. Murphy
Title:	Vice President Finance
By:	/s/ John R. Wagner
Name:	John R. Wagner
Title:	Secretary

P P C, INC.
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
SUPER TEST PETROLEUM, INC.
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
KWIK-FIL, INC.
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President
VULCAN ASPHALT REFINING CORPORATION
By:	/s/ John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	President

CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ David S. Alterman
Name:	David S. Alterman
Title:	Managing Director

Acting on behalf of itself and as Representative of the several Initial Purchasers

EX-10.2

Exhibit 10.2

AMENDMENT NO. 9 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (the “Amendment”) is dated as of January     , 2011, 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), MANUFACTURERS AND TRADERS TRUST COMPANY and BANK LEUMI, USA, as Co-Documentation Agents, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Agent (“Agent”).

WITNESSETH:

WHEREAS, United Refining, United Refining of PA, Kiantone and Country Fair as Borrowers (collectively, the “Borrowers”), Guarantor, PNC and the Banks (as defined in the Credit Agreement, the “Banks”) are party to that certain Amended and Restated Credit Agreement dated as of July 12, 2002, as amended by Amendment No. 1 dated as of November 27, 2002, as amended by that Limited Waiver and Amendment No. 2 dated as of February 19, 2003, as amended by that Limited Waiver and Amendment No. 3 dated as of March 24, 2003, as amended by Amendment No. 4 dated as of January 27, 2004, as amended by Amendment No. 5 dated as of August 6, 2004, as amended by Amendment No. 6 dated as of April 19, 2005, as amended by Amendment No. 7 dated as of November 27, 2006, and as amended by Amendment No. 8 dated as of November 21, 2008 (as amended, restated, supplemented or modified, the “Credit Agreement”);

WHEREAS, capitalized terms used herein shall have the meanings given to them in the Credit Agreement;

WHEREAS, the Borrowers and the Guarantor have requested the Banks permit United Refining to sell certain winter fill asphalt to an Affiliate of the Borrowers, which sales may not be considered to be in the ordinary course of business and are anticipated to exceed the maximum dispositions permitted under Section 7.2.7(vi) of the Credit Agreement;

WHEREAS, the Banks are willing to accommodate such request, subject to the terms and conditions hereof.

NOW, THEREFORE, the parties hereto, and in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions.

Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended by this Amendment.

2. Amendment of Section 7.2.7 of Credit Agreement. Section 7.2.7 of the Credit Agreement is hereby amended and restated as follows:

“7.2.7 Dispositions of Assets or Subsidiaries.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, sell and lease back, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or

involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

(i) transactions involving the sale of inventory in the ordinary course of business;

(ii) any sale, transfer or lease of assets in the ordinary course of business which is not material in relation to such Loan Party’s or such Subsidiary’s assets, and no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business;

(iii) any sale, transfer or lease of assets by any wholly owned Subsidiary of such Loan Party to another Loan Party;

(iv) any sale, transfer or lease of assets in the ordinary course of business which is replaced by substitute assets acquired or leased, provided such substitute assets, to the extent replacing Collateral, are subject to the Banks’ Prior Security Interest;

(v) any sale, transfer or lease of properties which (a) have become obsolete or (b) have no material net value (after giving effect to the cost of maintaining such properties) and have no use in the business of the Loan Parties;

(vi) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, provided that the aggregate value of the assets subject to all such sales under this Section 7.2.7(vi) does not exceed $25,000,000 in the aggregate; and

(vii) sales of winter fill asphalt by United Refining to United Refining Asphalt, Inc. (“URA”), a Delaware corporation which is an Affiliate of the Borrowers and owned by United Refining, Inc., in accordance with the terms of the Asphalt Purchase and Sale Agreement and the Asphalt Product Throughput and Terminal Services Agreement each dated as of January 14, 2011; provided that: (w) sales by United Refining to URA will be made at prevailing markets prices upon fair and reasonable arms length terms and conditions, (x) United Refining and URA shall invoice their respective customers separately for sales of inventory to such customers and maintain separate records with respect to billing and collections, and all such records shall be available to Agent upon its request, (y) the asphalt sold by United Refining to URA shall be stored in separate storage tanks indentified to the Agent, and (z) United Refining shall remit to the Agent the proceeds of such sales to URA, which shall be either deposited into a cash collateral account at the Agent or applied to the outstanding Revolving Credit Loans. Initially all such payments shall be applied to the Revolving Credit Loans and shall be sent by wire transfer as follows:

PNC Bank, N.A.

ABA No. 031 207 607

Name: PNC Business Credit

Acct. No. 196039957830

Ref: United Refining Company”

3. Amendment of Section 7.2.8 of Credit Agreement. Section 7.2.8 of the Credit Agreement is hereby amended and restated as follows:

“7.2.8 Affiliate Transactions.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction among one another or any of their Affiliates including, without limitation, purchasing property or services from any Affiliate, selling property or services to any Affiliate,

reimbursing an Affiliate for expenses (including overhead which an Affiliate incurs), on any Borrower’s behalf, except as permitted in clauses (i), (ii), and (iii) below:

(i) The Borrowers may pay up to $2,000,000 during any fiscal year pursuant to the Servicing Agreement.

(ii) Subject to the requirements set forth in Section 7.2.7(vii), United Refining may sell winter fill asphalt to URA in accordance with the terms of the Asphalt Purchase and Sale Agreement and the Asphalt Product Throughput and Terminal Services Agreement each dated as of January 14, 2011; provided however, such sales shall no longer be permitted under this clause (ii) in the event that the total equity and indebtedness which is used to capitalize URA exceeds at any one time an amount equal to the sum of $45,000,000 plus the amount of any undistributed profits of URA.

(iii) The Borrowers may enter into transactions upon fair and reasonable arms’ length terms and conditions, provided that (a) in the event that the Borrowers have Unused Availability of less than $25,000,000 at the time of entering into such transaction and giving effect thereto, the Borrowers shall fully disclose the proposed terms and conditions of each transaction to the Agent at least ten (10) Business Days prior to the date on which any Borrower enters into such transaction; such disclosure shall be in sufficient detail to demonstrate the Borrowers’ compliance with this Section 7.2.8 to the satisfaction of the Banks and (b) such terms and conditions are in accordance with all applicable Law and are not otherwise prohibited by this Agreement.

4. Conditions to Effectiveness of Amendment and Restatement of Credit Agreement and Related Matters.

The effectiveness of this Amendment shall be subject to each of the following conditions precedent:

(a) Execution and Delivery of Amendment. The Borrowers, the Guarantor and the Required Banks shall have executed and delivered to the Agent this Amendment by their duly authorized representatives.

(b) Representations and Warranties; No Defaults. The representations and warranties of the Loan Parties contained in Article 5 of the Credit Agreement shall be true and accurate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Loan Parties shall have performed and complied with all covenants and conditions under the Loan Documents and hereof; no Event of Default or Potential Default under the Credit Agreement and the other Loan Documents shall have occurred and be continuing or shall exist; and by their execution and delivery of this Amendment, the Borrowers and the Guarantor certify as to the accuracy of such matters.

(c) Sale Transaction Documents. There shall be delivered to the Agent (i) copies of the form of sales agreement between United Refining and URA with respect to the sales of winter fill asphalt inventory by such parties, (ii) the credit agreement between URA and the lender providing financing to URA which will receive a security interest in the assets of URA, and (iii) a true and correct copy of the fairness opinion being delivered by the Borrowers to the holders of the Senior Unsecured Notes with respect to the transactions between United Refining and URA.

(d) Intercreditor Agreement. The Agent and the lender providing financing to URA shall have executed and delivered an intercreditor agreement to distinguish the collateral granted by URA to such lender from the Collateral granted to the Agent for the benefit of the Banks.

(e) Fees and Expenses. The Borrowers shall have paid or caused to be paid to the Agent (i) an Amendment Fee in the amount of $26,000, which fee shall be allocated among the Banks in accordance with their respective Ratable Share, and (ii) all costs and expenses of the Agent in connection with this Amendment, including without limitation, reasonable fees of the Agent’s counsel in connection with this Amendment.

(f) Legal Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Agent, and the Agent shall have received all such documents reasonably requested in connection with the transactions contemplated by this Amendment, in form and substance satisfactory to the Agent.

5. Force and Effect.

Except as otherwise expressly modified by this Amendment, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect after the date hereof. Each Loan Party hereby acknowledges that the Guaranty, the Intercompany Subordination Agreement, and the Security Agreement: (a) continue in full force and effect, and (b) relate to the obligations of each Loan Party under the Agreement and the other Loan Documents as increased pursuant to this Amendment. Each Loan Party further (i) acknowledges that the Obligations of the Loan Parties under the Agreement, as increased by this Amendment, are Guarantied Obligations under the Guaranty, Debt under the Security Agreement, Senior Debt under the Intercompany Subordination Agreement, and (ii) confirms its obligations under each of the foregoing Loan Documents. The guaranties, security interests, pledges, covenants and agreements set forth in the Loan Documents are hereby made and granted to secure the obligations under the Agreement as if the same were made, increased or granted on the date hereof; and, each Loan Party hereby agrees that from the date hereof and so long as any Loan or any Commitment of any Bank shall remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all Letters of Credit, and the performance of all other obligations of Loan Parties under the Loan Documents, such Loan Party shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Agreement, Guaranty, Intercompany Subordination Agreement, Security Agreement, and each of the other Loan Documents jointly and severally with the other parties thereto. Each Loan Party hereby makes, affirms, and ratifies in favor of the Banks and the Agent the Credit Agreement, Guaranty, Intercompany Subordination Agreement, the Security Agreement, and each of the other Loan Documents to which it is a party given by it to Agent and any of the Banks.

6. Governing Law.

This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

7. Effective Date.

This Amendment shall be dated as of and shall be binding, effective and enforceable upon the date on which all conditions set forth in Section 4 hereof have been satisfied.

8. Counterparts.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. Delivery by telecopy or electronic portable document format (i.e., “pdf”)

transmission of executed signature pages hereof from one party hereto to another party hereto shall be deemed to constitute due execution and delivery by such party; provided, however that any Person making delivery by telecopy or electronic portable document format shall promptly deliver an executed original of the same to the Agent.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGE TO AMENDMENT NO. 9 TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this Amendment as of the day and year first written above.

BORROWERS:
UNITED REFINING COMPANY
By:	/s/ Myron L. Turfitt
Title:	President
UNITED REFINING COMPANY OF PENNSYLVANIA
By:	/s/ Myron L. Turfitt
Title:	President
KIANTONE PIPELINE CORPORATION
By:	/s/ Myron L. Turfitt
Title:	President
COUNTRY FAIR, INC.
By:	/s/ Myron L. Turfitt
Title:	President
GUARANTOR:
KWIK-FILL CORPORATION
By:	/s/ Myron L. Turfitt
Title:	Executive Vice President Finance

[SIGNATURE PAGE TO AMENDMENT NO. 9 TO CREDIT AGREEMENT]

AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION, individually and as Agent
By:	/s/ James M. Steffy
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 9 TO CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY, individually and as Co-Documentation Agent
By:	/s/ Jon Werbitsky
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 9 TO CREDIT AGREEMENT]

BANK LEUMI, USA, individually and as Co-Documentation Agent
By:	/s/ John Koenigsberg
Title:	Senior Vice President
By:	/s/ Iris Steinhardt
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 9 TO CREDIT AGREEMENT]

DOLLAR BANK, FEDERAL SAVINGS BANK
By:	/s/ Perry E. Rofey
Title:	Senior Vice President

EX-10.3

Exhibit 10.3

AMENDMENT NO. 10 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 10 TO CREDIT AGREEMENT (the “Amendment”) is dated as of February 3, 2011, 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), MANUFACTURERS AND TRADERS TRUST COMPANY and BANK LEUMI, USA, as Co-Documentation Agents, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Agent (“Agent”).

WITNESSETH:

WHEREAS, United Refining, United Refining of PA, Kiantone and Country Fair as Borrowers (collectively, the “Borrowers”), Guarantor, PNC and the Banks (as defined in the Credit Agreement, the “Banks”) are party to that certain Amended and Restated Credit Agreement dated as of July 12, 2002, as amended by Amendment No. 1 dated as of November 27, 2002, as amended by that Limited Waiver and Amendment No. 2 dated as of February 19, 2003, as amended by that Limited Waiver and Amendment No. 3 dated as of March 24, 2003, as amended by Amendment No. 4 dated as of January 27, 2004, as amended by Amendment No. 5 dated as of August 6, 2004, as amended by Amendment No. 6 dated as of April 19, 2005, as amended by Amendment No. 7 dated as of November 27, 2006, as amended by Amendment No. 8 dated as of November 21, 2008, and as amended by Amendment No. 9 dated as of January 14, 2011 (as amended, restated, supplemented or modified, the “Credit Agreement”);

WHEREAS, capitalized terms used herein shall have the meanings given to them in the Credit Agreement;

WHEREAS, the Borrowers and the Guarantor have requested the Banks permit United Refining to refinance the Senior Unsecured Notes with a refinancing which would be effected on terms other than those permitted under Section 7.2.14 of the Credit Agreement.

WHEREAS, the Banks are willing to accommodate such request, subject to the terms and conditions hereof.

NOW, THEREFORE, the parties hereto, and in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions.

(a) Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended by this Amendment.

(b) The definition of Loan Documents set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

Loan Documents shall mean this Agreement, the Agent’s Letter, the Guaranty Agreement, the Intercompany Subordination Agreement, the Notes, the Lockbox Agreements, the Security Agreement, the Intercreditor and Access Agreement, the Wire Transfer Agreements, the Letters of Credit, Hedging Contracts to which any Bank or Affiliate of any Bank is a party, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents.

(c) The definition of Permitted Liens set forth in Section 1.1 of the Credit Agreement is hereby amended by adding the following new paragraph (xiv) immediately following paragraph (xiii):

“(xiv) Liens on (x) all owned real property, equipment and fixtures comprising the Refinery, including buildings, terminals, storage tanks, refining and other facilities, pipelines, pipeline rights, loading racks, rail spurs and loading facilities necessary to operate the Refinery and which are located at the Refinery, (y) the capital stock of Kiantone, and (z) all supporting obligations and books and records and proceeds relating to any of the foregoing, in each case to secure Indebtedness incurred under the Senior Secured Note Indenture and Hedging Obligations (as defined in the Senior Secured Note Indenture); provided, that Permitted Liens under this paragraph (xiv) shall not include Excluded Assets (as defined in the Senior Secured Note Indenture as in effect on the Senior Note Closing Date).”

(d) The following new definitions are hereby inserted in Section 1.1 of the Credit Agreement in alphabetical order:

Intercreditor and Access Agreement shall mean that certain Intercreditor and Access Agreement dated as of the Senior Note Closing Date among the Agent, the collateral agent under the Senior Secured Note Indenture and the Loan Parties, as the same may be amended, modified, extended or restated from time to time.

Refinery shall mean the refinery owned by United Refining located on a 92-acre site in Warren, Pennsylvania.

Senior Note Closing Date shall mean the date upon which Senior Secured Notes are first issued pursuant to the terms of the Senior Secured Note Indenture.

Senior Secured Notes shall mean the $350,000,000 of             % Senior Secured Notes due 2018 issued by United Refining and guarantied by the Subsidiary Guarantors (as defined under the Senior Secured Note Indenture).

Senior Secured Note Indenture shall mean that certain Indenture dated as of February     , 2011, among United Refining, the Subsidiary Guarantors named therein, and Bank of New York, as trustee, as amended or supplemented from time to time as permitted under with Section 7.2.14.

2. Amendment of Section 7.2.1(ii) of the Credit Agreement. Section 7.2.1(ii) [Indebtedness] of the Credit Agreement is hereby amended and restated as follows:

“(ii) Indebtedness evidenced by the Senior Unsecured Notes, and Indebtedness incurred in connection with a refinancing of the Senior Unsecured Notes as permitted under Section 7.2.14;”

3. Amendment of Section 7.2.5 of the Credit Agreement. Section 7.2.5 [Dividends and Related Distributions] of the Credit Agreement is hereby amended by the insertion of the following sentence at the end of such Section 7.2.5.

“Notwithstanding the foregoing, other than dividends or other distributions payable by one Loan Party to another Loan Party as permitted under Section 7.2.5(i) above, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests (each a “Restricted Payment”), if the amount of such Restricted Payment, when added to the aggregate amount of all Restricted Payments made after August 6, 2004, exceeds the sum of (A) 50% of United Refining’s consolidated net income computed in accordance with GAAP (taken as one accounting period) from but

not including May 31, 2004, to the end of United Refining’s most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such aggregate consolidated net income shall be a deficit, minus 100% of such aggregate deficit), plus (B) the net cash proceeds from the issuance and sale (other than to a Subsidiary of United Refining) after August 6, 2004 of United Refining’s capital stock that is not Disqualified Stock (as defined in the Indenture), plus (C) to the extent that any Restricted Investment (as defined in the Indenture) that was made after August 6, 2004 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment, plus (D) the amount of Restricted Investment outstanding in a Subsidiary of United Refining which is not a Loan Party at the time such Subsidiary becomes a Loan Party.”

4. Amendment of Section 7.2.9 of the Credit Agreement. Section 7.2.9 of the Credit Agreement is hereby amended and restated as follows:

“7.2.9 Subsidiaries, Partnerships and Joint Ventures.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) Borrowers or Guarantors on the Closing Date, (ii) LLC (SEM), (iii) LLC (ALL), (iv) Inactive Subsidiaries set forth on Schedule 5.1.3, provided however, if any such Subsidiary no longer remains an Inactive Subsidiary, it shall immediately join this Agreement as a Guarantor pursuant to Section 10.18, and (v) any Subsidiary existing on or formed after the Closing Date, which joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to Section 7.2.4(v) and a Permitted Acquisition permitted pursuant to Section 7.2.6, each of the Loan Parties shall not become or agree to become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLC (SEM) and LLC (ALL), or (iii) a joint venturer or hold a joint venture interest in any joint venture.”

5. Amendment of Section 7.2.14 of the Credit Agreement. Section 7.2.14 of the Credit Agreement is hereby amended and restated as follows:

“7.2.14 Changes in Organizational Documents, Senior Unsecured Notes and Senior Secured Notes.

Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, amend in any respect its certificate of incorporation (including any provisions or resolutions relating to capital stock), by-laws or other organizational documents without providing at least thirty (30) calendar days’ prior written notice to the Agent and the Banks and, in the event such change would be adverse to the Banks as determined by the Agent in its sole discretion, obtaining the prior written consent of the Required Banks.

Each of the Loan Parties shall not amend, refinance or replace in any respect any provision of the Indenture, the Senior Unsecured Notes, the Senior Secured Note Indenture, the Senior Secured Notes or agreements related to the foregoing if such amendment, refinancing or replacement provides for, or could result in, (a) any acceleration in the principal thereof or any addition or increase, directly or indirectly, in the amount of any principal payment thereunder except and to the extent such addition or increase is permitted under this Agreement, (b) a prohibition or conditioning of the granting of collateral security to the Agent and the Banks hereunder or under any similar agreement, (c) the inclusion of covenants, taken together, that are materially more restrictive to any of the Loan Parties than those contained in the Senior Secured Note Indenture on the Senior Note Closing Date, (d) a maturity date earlier than the maturity date contained in the Senior Secured Note Indenture on the Senior Note Closing Date, (e) the granting of collateral as security therefor (except for Liens on assets referred to in paragraph (xiv) of the definition of Permitted Liens), in the case of each of items (a) through (e) above without obtaining the prior written consent of the Required Banks. Notwithstanding the foregoing, United Refining

may refinance the Senior Unsecured Notes with the proceeds of the Senior Secured Notes subject to the following terms and conditions:

(i) the Senior Secured Notes shall be issued in an amount not less than $325,000,000;

(ii) the Borrowers shall not use proceeds of Revolving Credit Loans to redeem any portion of the Senior Unsecured Notes or pay any fees or expenses in connection with such refinancing of the Senior Unsecured Notes and issuance of the Senior Secured Notes;

(iii) the collateral agent for the noteholders of the Senior Secured Notes, the Agent and the Loan Parties shall have executed and delivered the Intercreditor and Access Agreement which shall have terms satisfactory to the Agent; and

(iv) the Senior Secured Notes and the Senior Secured Note Indenture executed and delivered by the Loan Parties shall be in the form previously delivered to the Agent and the Lenders, including without limitation, providing for a non-default interest rate on the Senior Secured Notes not greater than 11% per annum and yield to the noteholders after giving effect to any original issue discount of not greater than 12.5% per annum.”

6. Amendment of Section 7.2.17 of Credit Agreement. Section 7.2.17 of the Credit Agreement is hereby amended and restated as follows:

“7.2.17 Negative Pledge Covenants.

Except for the restrictions on granting Liens in the Indenture as in effect on the Closing Date and in the Senior Secured Note Indenture delivered to the Agent and the Lenders under Section 7.2.14(iv), each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of its Subsidiaries to, (a) enter into any agreement, promise, commitment or other undertaking with any Person which, conditionally or unconditionally, prohibits, or limits in any way the right of, any of the Loan Parties or their Subsidiaries from granting any Liens to the Agent or the Banks in the assets or ownership interests of the Loan Parties or their Subsidiaries or which imposes any conditions upon such a grant of such Liens or the exercise by the Agent or the Banks of their rights and remedies under such Liens (including their rights to transfer or dispose of such assets or interests), or (b) agree to, create or suffer to exist any Lien to any Person on any assets at any time, other than Permitted Liens.”

7. Amendment of Section 7.2.19 of Credit Agreement. Section 7.2.19 of the Credit Agreement is hereby amended and restated as follows:

“7.2.19 Redemption of Notes.

Other than in connection with a refinancing of the Senior Unsecured Notes or the Senior Secured Notes as permitted under Section 7.2.14, the Loan Parties may not redeem any part of the Senior Unsecured Notes or the Senior Secured Notes unless (a) no Event of Default Exists or would exist after giving effect to such proposed redemption, and (b) if any Loans are outstanding or would be outstanding after giving effect to such proposed redemption, the Loan Parties shall deliver a Borrowing Base Certificate to the Agent three (3) days prior to such proposed redemption demonstrating that Unused Availability would exceed $10,000,000 after giving effect to such proposed redemption.”

8. Amendment of Section 8.1.15 of Credit Agreement. Section 8.1.15 of the Credit Agreement is hereby amended and restated as follows:

“8.1.15 Change of Control.

Any Person shall sell, transfer or make other disposition of capital stock owned directly or indirectly by John A. Catsimatidis (“Catsimatidis”) of any Loan Party except (i) sales, transfers or dispositions by a Person resulting in not more than a forty-nine percent (49%) change of ownership of the capital stock of any Loan Party owned directly or indirectly by Catsimatidis in the aggregate over the term of this Agreement by such Person, provided that Catsimatidis shall at all times have voting control with respect to all classes of voting stock of each Loan Party; (ii) involuntary transfers by will or similar instrument as a result of death or incapacity (and not pursuant to liquidating sales or subsequent transfers upon receipt by the beneficiaries (the “Beneficiaries”) under such will or instrument); or (iii) pursuant to subsequent transfers by any such Beneficiaries provided that such Beneficiaries collectively retain directly or indirectly not less than fifty-one percent ownership of the capital stock of each Loan Party and such Beneficiaries, collectively, shall at all times have voting control with respect to all classes of voting stock of each Loan Party. In addition to the foregoing, a Change of Control as defined in the Senior Secured Note Indenture also shall constitute a change of control for purposes of this Section 8.1.15.”

9. Conditions to Effectiveness of Amendment of the Credit Agreement and Related Matters.

The effectiveness of this Amendment shall be subject to each of the following conditions precedent:

(a) Execution and Delivery of Amendment. The Borrowers, the Guarantor and the Required Banks shall have executed and delivered to the Agent this Amendment by their duly authorized representatives.

(b) Corporate Documents. Each Loan Party shall have delivered to the Agent for the benefit of each Bank a certificate dated the effective date of this Amendment and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as appropriate as to:

(i) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents;

(ii) the names of the officer or officers authorized to sign this Amendment and the other Loan Documents and the true signatures of such officer or officers and specifying the Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the true signatures of such officers, on which the Administrative Agent and each Lender may conclusively rely; and

(iii) copies of its organizational documents, including its articles or certificate of incorporation and bylaws, as in effect on the date of this Amendment certified by the appropriate state official where such documents are filed in a state office (or, in the event that no change has been made to such organizational documents previously delivered to the Administrative Agent, so certified by the Secretary or Assistant Secretary of such Loan Party).

(c) Senior Secured Note Documents. There shall be delivered to the Agent and the Lenders true and correct copies of the Senior Secured Note Indenture, the related offering memorandum, and all collateral documents to be executed and delivered by the Loan Parties in connection therewith.

(d) Intercreditor and Access Agreement. The collateral agent under the Senior Secured Note Indenture and the Loan Parties shall have executed and delivered an intercreditor and access agreement with respect to the refinery premises of United Refining in Warren, Pennsylvania and the pipelines owned by Kiantone, which agreement shall be in form and substance satisfactory to the Agent.

(e) Fees and Expenses. The Borrowers shall have paid or caused to be paid to the Agent an Amendment Fee in the amount of $100,000, which fee shall be allocated among the Banks which have

executed and delivered to the Agent his Amendment by 5:00 p.m. Pittsburgh, Pennsylvania time on February 2, 2011, in accordance with their respective Ratable Share.

(f) Legal Opinion and Details. All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Agent, and the Agent shall have received (i) an opinion of counsel from attorneys for the Loan Parties addressing such matters as reasonably requested by the Agent with respect to the transactions contemplated by this Amendment and the Senior Secured Note Indenture, in form and substance satisfactory to the Agent, and (ii) such other documents reasonably requested by the Agent in connection with such transactions.

10. Representations and Warranties; No Defaults.

The representations and warranties of the Loan Parties contained in Article 5 of the Credit Agreement shall be true and accurate with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Loan Parties shall have performed and complied with all covenants and conditions under the Loan Documents and hereof; no Event of Default or Potential Default under the Credit Agreement and the other Loan Documents shall have occurred and be continuing or shall exist; and by their execution and delivery of this Amendment, the Borrowers and the Guarantor certify as to the accuracy of such matters.

11. Force and Effect.

Except as otherwise expressly modified by this Amendment, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect after the date hereof. Each Loan Party hereby acknowledges that the Guaranty, the Intercompany Subordination Agreement, and the Security Agreement: (a) continue in full force and effect, and (b) relate to the obligations of each Loan Party under the Agreement and the other Loan Documents as increased pursuant to this Amendment. Each Loan Party further (i) acknowledges that the Obligations of the Loan Parties under the Agreement, as increased by this Amendment, are Guarantied Obligations under the Guaranty, Debt under the Security Agreement, Senior Debt under the Intercompany Subordination Agreement, and (ii) confirms its obligations under each of the foregoing Loan Documents. The guaranties, security interests, pledges, covenants and agreements set forth in the Loan Documents are hereby made and granted to secure the obligations under the Agreement as if the same were made, increased or granted on the date hereof; and, each Loan Party hereby agrees that from the date hereof and so long as any Loan or any Commitment of any Bank shall remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all Letters of Credit, and the performance of all other obligations of Loan Parties under the Loan Documents, such Loan Party shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Agreement, Guaranty, Intercompany Subordination Agreement, Security Agreement, and each of the other Loan Documents jointly and severally with the other parties thereto. Each Loan Party hereby makes, affirms, and ratifies in favor of the Banks and the Agent the Credit Agreement, Guaranty, Intercompany Subordination Agreement, the Security Agreement, and each of the other Loan Documents to which it is a party given by it to Agent and any of the Banks.

12. Governing Law.

This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.

13. Effective Date.

This Amendment shall be dated as of and shall be binding, effective and enforceable upon the date on which all conditions set forth in Section 8 hereof have been satisfied.

14. Agent’s Expenses.

Upon demand the Borrowers shall pay all costs and expenses of the Agent in connection with this Amendment, including without limitation, reasonable fees of the Agent’s counsel in connection with this Amendment

15. Counterparts.

This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. Delivery by telecopy or electronic portable document format (i.e., “pdf”) transmission of executed signature pages hereof from one party hereto to another party hereto shall be deemed to constitute due execution and delivery by such party; provided, however that any Person making delivery by telecopy or electronic portable document format shall promptly deliver an executed original of the same to the Agent.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGE TO AMENDMENT NO. 10 TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this Amendment as of the day and year first written above.

BORROWERS:
UNITED REFINING COMPANY
By:	/s/ James E. Murphy
Title:	CFO and Treasurer
UNITED REFINING COMPANY OF PENNSYLVANIA
By:	/s/ James E. Murphy
Title:	CFO and Treasurer
KIANTONE PIPELINE CORPORATION
By:	/s/ James E. Murphy
Title:	CFO and Treasurer
COUNTRY FAIR, INC.
By:	/s/ James E. Murphy
Title:	VP Finance, Treasurer
GUARANTOR:
KWIK-FILL CORPORATION
By:	/s/ James E. Murphy
Title:	CFO and Treasurer

[SIGNATURE PAGE TO AMENDMENT NO. 10 TO CREDIT AGREEMENT]

AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By:	/s/ James M. Steffy
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 10 TO CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY, individually and as Co-Documentation Agent
By:	/s/ Jon Werbitsky
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 10 TO CREDIT AGREEMENT]

BANK LEUMI, USA, individually and as
Co-Documentation Agent
By:	/s/ John Koenigsberg
Title:	Senior Vice President
By:	/s/ Iris Steinhardt
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 10 TO CREDIT AGREEMENT]

DOLLAR BANK, FEDERAL SAVINGS BANK
By:	/s/ James Wheeler
Title:	Senior Vice President

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John A. Catsimatidis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2011	Signature:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James E. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Refining Company (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2011	Signature:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of United Refining Company, a Pennsylvania corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 14, 2011	By:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

Dated: April 14, 2011	By:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer