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 May 31, 2013

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  x    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 July 15, 2013, 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 – May 31, 2013 (unaudited) and August 31, 2012		4
	Consolidated Statements of Operations – Quarter and Nine Months Ended May 31, 2013 and 2012 (unaudited)		5
	Consolidated Statements of Comprehensive Income – Quarter and Nine Months Ended May 31, 2013 and 2012 (unaudited)		6
	Consolidated Statements of Cash Flows – Nine Months Ended May 31, 2013 and 2012 (unaudited)		7
	Notes to Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		26
Item 4.	Controls and Procedures.		26
PART II.    OTHER INFORMATION			27
Item 1.	Legal Proceedings.		27
Item 1A.	Risk Factors.		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		27
Item 3.	Defaults Upon Senior Securities.		27
Item 4.	Mine Safety Disclosures.		27
Item 5.	Other Information.		27
Item 6.	Exhibits.		27
Signatures.			28

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share amounts)

	May 31, 2013 (Unaudited)			August 31, 2012
Assets
Current:
Cash and cash equivalents	$	124,092		$	137,540
Accounts receivable, net		103,881			120,599
Inventories, net		226,461			156,220
Prepaid expenses and other assets		45,062			19,813
Deferred income taxes		—			1,048
Amounts due from affiliated companies, net		—			89
Total current assets		499,496			435,309
Property, plant and equipment, net		269,344			253,387
Deferred financing costs, net		7,217			8,471
Goodwill		1,349			1,349
Tradename		10,500			10,500
Amortizable intangible assets, net		1,084			1,164
Deferred turnaround costs and other assets, net		12,873			18,150
	$	801,863		$	728,330
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	1,622		$	1,318
Accounts payable		59,421			42,203
Derivative liability		—			9,098
Accrued liabilities		24,716			16,916
Income taxes payable		10,990			28,931
Sales, use and fuel taxes payable		20,966			21,892
Deferred income taxes		1,843			—
Amounts due to affiliated companies, net		744			—
Total current liabilities		120,302			120,358
Long term debt: less current installments		359,193			358,678
Deferred income taxes		15,351			15,022
Deferred retirement benefits		89,441			92,996
Total liabilities		584,287			587,054
Commitments and contingencies
Stockholder’s equity:
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100		—			—
Additional paid-in capital		24,825			24,825
Retained earnings		211,698			135,988
Accumulated other comprehensive loss		(18,947	)		(19,537	)
Total stockholder’s equity		217,576			141,276
	$	801,863		$	728,330

See accompanying notes to consolidated financial statements.

4

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Operations – (Unaudited)

(in thousands)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
Net sales	$	883,520		$	935,798		$	2,710,691		$	2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses/(gains) on derivative contracts)		752,047			762,810			2,259,321			2,378,062
Losses/(gains) on derivative contracts (See Note 3)		—			1,957			2,319			(37,495	)
Selling, general and administrative expenses		41,307			37,986			122,817			116,573
Depreciation and amortization expenses		6,478			6,132			19,900			18,069
		799,832			808,885			2,404,357			2,475,209
Operating income		83,688			126,913			306,334			253,464
Other income (expense):
Interest expense, net		(9,878	)		(10,275	)		(28,958	)		(30,788	)
Other, net		(738	)		(1,053	)		(2,326	)		(2,333	)
		(10,616	)		(11,328	)		(31,284	)		(33,121	)
Income before income tax expense		73,072			115,585			275,050			220,343
Income tax expense		28,513			47,484			107,282			90,433
Net income	$	44,559		$	68,101		$	167,768		$	129,910

See accompanying notes to consolidated financial statements.

5

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income – (Unaudited)

(in thousands)

	Three Months Ended May 31,					Nine Months Ended May 31,
	2013		2012			2013		2012
Net income	$	44,559	$	68,101		$	167,768	$	129,910
Other comprehensive income (loss), net of taxes:
Unrecognized post retirement income (loss), net of taxes of $136 and $(5) for the three months ended May 31, 2013 and 2012, respectively, and $410 and $6,938 for the nine months ended May 31, 2013 and 2012, respectively		197		(9	)		590		9,982
Other comprehensive income (loss)		197		(9	)		590		9,982
Total comprehensive income	$	44,756	$	68,092		$	168,358	$	139,892

See accompanying notes to consolidated financial statements.

6

UNITED REFINING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows – (Unaudited)

(in thousands)

	Nine Months Ended May 31,
	2013			2012
Cash flows from operating activities:
Net income	$	167,768		$	129,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		21,490			20,720
Unrealized gain on derivative contracts		—			(49,941	)
Deferred income taxes		2,810			29,108
Loss (gain) on asset dispositions		530			(1,517	)
Cash used in working capital items		(80,886	)		(15,454	)
Change in operating assets and liabilities:
Other assets, net		370			(3,257	)
Deferred retirement benefits		(2,555	)		(2,920	)
Total adjustments		(58,241	)		(23,261	)
Net cash provided by operating activities		109,527			106,649
Cash flows from investing activities:
Additions to property, plant and equipment		(29,466	)		(15,653	)
Additions to amortizable intangible assets		—			(240	)
Additions to deferred turnaround costs		(316	)		(2,810	)
Proceeds from asset dispositions		75			2,484
Net cash used in investing activities		(29,707	)		(16,219	)
Cash flows from financing activities:
Net reductions on revolving credit facility		—			(24,000	)
Dividends to stockholder		(92,058	)		(31,008	)
Principal reductions of long term debt		(1,210	)		(854	)
Net cash used in financing activities		(93,268	)		(55,862	)
Net (decrease) increase in cash and cash equivalents		(13,448	)		34,568
Cash and cash equivalents, beginning of year		137,540			16,660
Cash and cash equivalents, end of period	$	124,092		$	51,228
Cash provided by (used in) working capital items:
Accounts receivable, net	$	16,718		$	(10,897	)
Derivative asset/liability		(9,098	)		(3,962	)
Inventories, net		(70,241	)		1,799
Prepaid expenses and other assets		(25,249	)		(4,497	)
Amounts due from affiliated companies, net		833			4,577
Accounts payable		17,218			(38,258	)
Accrued liabilities		7,800			6,899
Income taxes payable		(17,941	)		23,663
Sales, use, and fuel taxes payable		(926	)		5,222
Total change	$	(80,886	)	$	(15,454	)
Cash paid during the period for:
Interest	$	19,368		$	20,088
Income taxes	$	122,774		$	38,034
Non-cash investing activities:
Property additions & capital leases	$	1,693		$	1,375

See accompanying notes to consolidated financial statements.

7

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, United Biofuels, Inc. and Kiantone Pipeline Corporation (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

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 operates a network of Company operated retail units under the Red Apple Food Mart^® and Country Fair^® brand names selling petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names, as well as convenience and grocery items.

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 nine months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2013. 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, 2012.

2. Derivative Financial Instruments

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations. The Company includes the carrying amounts of the contracts in derivative asset or derivative liability in its Consolidated Balance Sheet.

At May 31, 2013, the Company had no derivative investments outstanding as part of its risk management strategy.

8

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The fair value and balance sheet classification of our derivative instruments at May 31, 2013 and August 31, 2012 are as follows:

	May 31, 2013
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil crackspread swaps		0 barrels	Not applicable	$	0
Total derivative instruments		0 barrels		$	0
	August 31, 2012
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		780 barrels	Monthly September 2012 through December 2012	$	9,098
Total derivative instruments		780 barrels		$	9,098

During the three months ended May 31, 2013 and 2012, the Company recognized $0 and $1,957,000 of losses in its Consolidated Statements of Operations, respectively. For the nine months ended May 31, 2013 and 2012, the Company recognized $2,319,000 and $(37,495,000) of losses/(gains) in its Consolidated Statements of Operations, respectively.

3. 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 the lower of cost or market or replacement cost and include various parts for the refinery operations.

9

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Inventories consist of the following:

	May 31, 2013		August 31, 2012
	(in thousands)
Crude Oil	$	48,177	$	40,419
Petroleum Products		128,110		66,296
Total @ LIFO		176,287		106,715
Merchandise		24,122		23,707
Supplies		26,052		25,798
Total @ FIFO		50,174		49,505
Total Inventory	$	226,461	$	156,220

As of May 31, 2013 and August 31, 2012, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $78,579,000 and $77,727,000, respectively.

10

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

4. Subsidiary Guarantors

All of the Company’s wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company’s 10.50% Senior Secured Notes due 2018. 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. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands)

	May 31, 2013												August 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	110,751		$	13,341		$	—		$	124,092		$	122,219		$	15,321		$	—		$	137,540
Accounts receivable, net		63,930			39,951			—			103,881			79,870			40,729			—			120,599
Inventories, net		197,196			29,265			—			226,461			127,469			28,751			—			156,220
Prepaid expenses and other assets		39,849			5,213			—			45,062			16,311			3,502			—			19,813
Deferred income taxes		—			—			—			—			(114	)		1,162			—			1,048
Amounts due from affiliated companies		—			—			—			—			344			(255	)		—			89
Intercompany		136,814			6,924			(143,738	)		—			117,992			16,703			(134,695	)		—
Total current assets		548,540			94,694			(143,738	)		499,496			464,091			105,913			(134,695	)		435,309
Property, plant and equipment, net		175,304			94,040			—			269,344			176,282			77,105			—			253,387
Deferred financing costs, net		7,217			—			—			7,217			8,471			—			—			8,471
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,084			—			1,084			—			1,164			—			1,164
Deferred turnaround costs & other assets		10,097			2,776			—			12,873			15,173			2,977			—			18,150
Investment in subsidiaries		15,302			—			(15,302	)		—			17,018			—			(17,018	)		—
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	911		$	711		$	—		$	1,622		$	939		$	379		$	—		$	1,318
Accounts payable		38,199			21,222			—			59,421			22,528			19,675			—			42,203
Derivative liability		—			—			—			—			9,098			—			—			9,098
Accrued liabilities		19,375			5,341			—			24,716			11,147			5,769			—			16,916
Income taxes payable		12,150			(1,160	)		—			10,990			25,866			3,065			—			28,931
Sales, use and fuel taxes payable		16,657			4,309			—			20,966			17,622			4,270			—			21,892
Deferred income taxes		3,004			(1,161	)		—			1,843			—			—			—			—
Amounts due to affiliated companies		—			744			—			744			—			—			—			—
Intercompany		—			143,738			(143,738	)		—			—			134,695			(134,695	)		—
Total current liabilities		90,296			173,744			(143,738	)		120,302			87,200			167,853			(134,695	)		120,358
Long term debt: less current installments		356,414			2,779			—			359,193			356,448			2,230			—			358,678
Deferred income taxes		5,435			9,916			—			15,351			5,753			9,269			—			15,022
Deferred retirement benefits		86,739			2,702			—			89,441			90,358			2,638			—			92,996
Total liabilities		538,884			189,141			(143,738	)		584,287			539,759			181,990			(134,695	)		587,054
Commitment and contingencies Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,825			10,651			(10,651	)		24,825			24,825			10,651			(10,651	)		24,825
Retained earnings		211,698			6,260			(6,260	)		211,698			135,988			8,123			(8,123	)		135,988
Accumulated other comprehensive loss		(18,947	)		(1,627	)		1,627			(18,947	)		(19,537	)		(1,774	)		1,774			(19,537	)
Total stockholder’s equity		217,576			15,302			(15,302	)		217,576			141,276			17,018			(17,018	)		141,276
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330

11

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended May 31, 2013												Three Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	676,765		$	437,885		$	(231,130	)	$	883,520		$	722,897		$	458,135		$	(245,234	)	$	935,798
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		584,966			398,211			(231,130	)		752,047			590,847			417,197			(245,234	)		762,810
Losses on derivative contracts		—			—			—			—			1,957			—			—			1,957
Selling, general and administrative expenses		5,900			35,407			—			41,307			5,203			32,783			—			37,986
Depreciation and amortization expenses		4,813			1,665			—			6,478			4,590			1,542			—			6,132
		595,679			435,283			(231,130	)		799,832			602,597			451,522			(245,234	)		808,885
Operating income		81,086			2,602			—			83,688			120,300			6,613			—			126,913
Other income (expense):
Interest expense, net		(9,751	)		(127	)		—			(9,878	)		(10,145	)		(130	)		—			(10,275	)
Other, net		(895	)		157			—			(738	)		(1,234	)		181			—			(1,053	)
Equity in net income of subsidiaries		1,666			—			(1,666	)		—			3,985			—			(3,985	)		—
		(8,980	)		30			(1,666	)		(10,616	)		(7,394	)		51			(3,985	)		(11,328	)
Income before income tax expense		72,106			2,632			(1,666	)		73,072			112,906			6,664			(3,985	)		115,585
Income tax expense		27,547			966			—			28,513			44,805			2,679			—			47,484
Net income	$	44,559		$	1,666		$	(1,666	)	$	44,559		$	68,101		$	3,985		$	(3,985	)	$	68,101

12

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Operations

(in thousands)

	Nine Months Ended May 31, 2013												Nine Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	2,113,470		$	1,272,938		$	(675,717	)	$	2,710,691		$	2,122,791		$	1,280,800		$	(674,918	)	$	2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses/(gains) on derivative contracts)		1,768,975			1,166,063			(675,717	)		2,259,321			1,880,948			1,172,032			(674,918	)		2,378,062
Losses/(gains) on derivative contracts		2,319			—			—			2,319			(37,495	)		—			—			(37,495	)
Selling, general and administrative expenses		18,384			104,433			—			122,817			17,294			99,279			—			116,573
Depreciation and amortization expenses		14,887			5,013			—			19,900			13,411			4,658			—			18,069
		1,804,565			1,275,509			(675,717	)		2,404,357			1,874,158			1,275,969			(674,918	)		2,475,209
Operating income (loss)		308,905			(2,571	)		—			306,334			248,633			4,831			—			253,464
Other income (expense):
Interest expense, net		(28,584	)		(374	)		—			(28,958	)		(30,427	)		(361	)		—			(30,788	)
Other, net		(2,805	)		479			—			(2,326	)		(2,963	)		630			—			(2,333	)
Equity in net loss of subsidiaries		(1,863	)		—			1,863			—			2,893			—			(2,893	)		—
		(33,252	)		105			1,863			(31,284	)		(30,497	)		269			(2,893	)		(33,121	)
Income (loss) before income tax expense (benefit)		275,653			(2,466	)		1,863			275,050			218,136			5,100			(2,893	)		220,343
Income tax expense (benefit)		107,885			(603	)		—			107,282			88,226			2,207			—			90,433
Net income (loss)	$	167,768		$	(1,863	)	$	1,863		$	167,768		$	129,910		$	2,893		$	(2,893	)	$	129,910

13

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Nine Months Ended May 31, 2013											Nine Months Ended May 31, 2012
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	90,216		$	19,311		$	—	$	109,527		$	100,173		$	6,476		$	—	$	106,649
Cash flows from investing activities:
Additions to property, plant and equipment		(8,641	)		(20,825	)		—		(29,466	)		(8,106	)		(7,547	)		—		(15,653	)
Additions to amortizable intangible assets		—			—			—		—			—			(240	)		—		(240	)
Additions to deferred turnaround costs		(268	)		(48	)		—		(316	)		(1,325	)		(1,485	)		—		(2,810	)
Proceeds from asset dispositions		65			10			—		75			40			2,444			—		2,484
Net cash used in investing activities		(8,844	)		(20,863	)		—		(29,707	)		(9,391	)		(6,828	)		—		(16,219	)
Cash flows from financing activities:
Net reductions on revolving credit facility		—			—			—		—			(24,000	)		—			—		(24,000	)
Dividends to stockholder		(92,058	)		—			—		(92,058	)		(31,008	)		—			—		(31,008	)
Principal reductions of long-term debt		(782	)		(428	)		—		(1,210	)		(587	)		(267	)		—		(854	)
Net cash used in financing activities		(92,840	)		(428	)		—		(93,268	)		(55,595	)		(267	)		—		(55,862	)
Net (decrease) increase in cash and cash equivalents		(11,468	)		(1,980	)		—		(13,448	)		35,187			(619	)		—		34,568
Cash and cash equivalents, beginning of year		122,219			15,321			—		137,540			5,927			10,733			—		16,660
Cash and cash equivalents, end of period	$	110,751		$	13,341		$	—	$	124,092		$	41,114		$	10,114		$	—	$	51,228

14

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

5. 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 May 31,				Nine Months Ended May 31,
	2013		2012		2013			2012
Net Sales
Retail	$	436,697	$	457,005	$	1,269,271		$	1,277,162
Wholesale		446,823		478,793		1,441,420			1,451,511
	$	883,520	$	935,798	$	2,710,691		$	2,728,673
Intersegment Sales
Wholesale	$	229,942	$	244,104	$	672,050		$	671,280
Operating Income (Loss)
Retail	$	2,678	$	6,514	$	(1,985	)	$	4,698
Wholesale		81,010		120,399		308,319			248,766
	$	83,688	$	126,913	$	306,334		$	253,464
Depreciation and Amortization
Retail	$	1,453	$	1,385	$	4,378		$	4,183
Wholesale		5,025		4,747		15,522			13,886
	$	6,478	$	6,132	$	19,900		$	18,069
Capital Expenditures (including non-cash)
Retail	$	1,789	$	3,273	$	10,538		$	6,773
Wholesale		14,110		3,050		20,621			10,255
	$	15,899	$	6,323	$	31,159		$	17,028

	May 31, 2013		August 31, 2012
Total Assets
Retail	$	175,632	$	169,935
Wholesale		626,231		558,395
	$	801,863	$	728,330

15

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

6. Employee Benefit Plans

For the periods ended May 31, 2013 and 2012, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits
	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	163		$	215		$	491		$	978
Interest cost on benefit obligation		1,280			914			3,845			4,904
Expected return on plan assets		(1,463	)		(860	)		(4,395	)		(4,582	)
Amortization and deferral of net loss		335			124			1,005			549
Net periodic benefit cost	$	315		$	393		$	946		$	1,849

	Other Post-Retirement Benefits
	Three Months Ended May 31,					Nine Months Ended May 31,
	2013		2012			2013		2012
	(in thousands)
Service cost	$	235	$	249		$	708	$	866
Interest cost on benefit obligation		471		543			1,418		1,886
Amortization and deferral of net loss		31		(149	)		93		(515	)
Net periodic benefit cost	$	737	$	643		$	2,219	$	2,237

As of May 31, 2013, $4,248,000 of contributions has been made to the Company pension plans for the fiscal year ending August 31, 2013.

In November 2011, the Company reached an agreement with the International Union of Operating Engineers Local 95, which represents the employees operating the refinery. The new agreement was effective February 1, 2012 and expires on February 1, 2017. Under the new collective bargaining agreement (Agreement), changes were made to healthcare and pension benefits provided by the Company. Effective February 1, 2012, medical benefits in retirement for new hires and active employees covered under the Agreement were eliminated. For employees covered under the Agreement 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 February 1, 2012, benefits under the Company’s defined benefit pension plan sponsored for employees covered under the agreement were frozen. The Company will provide an enhanced contribution under its defined contribution 401 (k) plan as well as a transition contribution for older employees. Additionally, deductibles and co-payments will be added to the medical benefits for employees covered under the Agreement.

As a result of the agreement and related plan design changes, a remeasurement of fiscal year 2012 expense pursuant to ASC 715-30 and ASC 715-60 was required, resulting in plan curtailments. As a result of such curtailments during the quarter ended November 30, 2011, the pension liability was reduced by $4,743,000 with a credit to accumulated other comprehensive loss (AOCL) of $4,552,000 and a credit to income of $191,000. Further, the postretirement welfare plan liability was reduced by $12,161,000 and AOCL credited for $12,298,000, with a charge to income of $137,000. The activity in AOCL was recorded net of related income tax effects.

16

UNITED REFINING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company accrues post-retirement benefits other than pensions, during the years that the employees render the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents.

7. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a 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 fair value exceeded the carrying value of the long term debt at May 31, 2013 and August 31, 2012 by $48,302,000 and $20,804,000, respectively.

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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 in petroleum markets in fiscal 2013. The lagged 3-2-1 crackspread is measured by the difference between the prices of crude oil contracts traded on the NYMEX for the preceding month to the prices of NYMEX gasoline and heating oil contracts in the current trading month. The Company uses a lagged crackspread as a margin indicator as it reflects the margin during the time period between the purchase of crude oil and its delivery to the refinery for processing. The lagged crackspread for the third quarter of fiscal 2013 was $29.28. Through July 5, 2013 the indicated lagged crackspread for the fourth quarter ending August 31, 2013 was $23.55, a $5.73 decrease from the average for the third quarter of fiscal 2013.

The Company and its lenders recently agreed on the terms of an amendment to the existing capital line of credit in the amount of $175,000,000 (including temporary availability up to $225,000,000). Effective June 18, 2013, the annual Commitment Fee is reduced to .25% and the Letter of Credit Fee, Revolving Credit Base Rate Spread and Revolving Credit Spread have been reduced as described in Amendment No. 1 to Amended and Restated Credit Agreement (the “Amendment”) dated as of June 18, 2013 attached hereto as Exhibit 10.8. The effect of these changes reduces the cost of future borrowing compared with the original terms of the Credit Agreement dated May 18, 2011. In addition, the Amendment extends the term of the Credit Agreement with the lenders to November 29, 2017 from an original expiration date of May 8, 2016. The Amendment also contains additional terms and conditions primarily of a regulatory, administrative and operational nature.

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 Company-owned 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 does not serve to predict the Company’s future performance.

19

Retail Operations:

	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
	(dollars in thousands)
Net Sales
Petroleum	$	367,088		$	386,768		$	1,069,721		$	1,075,015
Merchandise and other		69,609			70,237			199,550			202,147
Total Net Sales		436,697			457,005			1,269,271			1,277,162
Costs of goods sold		397,270			416,432			1,162,774			1,169,340
Selling, general and administrative expenses		35,296			32,674			104,104			98,941
Depreciation and amortization expenses		1,453			1,385			4,378			4,183
Segment Operating Gain (Loss)	$	2,678		$	6,514		$	(1,985	)	$	4,698
Retail Operating Data:
Petroleum sales (thousands of gallons)		99,455			98,765			285,329			290,635
Petroleum margin (a)	$	21,969		$	22,946		$	56,037		$	56,964
Petroleum margin ($/gallon) (b)		.2209			.2323			.1964			.1960
Merchandise and other margins	$	17,456		$	17,625		$	50,460		$	50,858
Merchandise margin (percent of sales)		25.1	%		25.1	%		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 May 31, 2013 and 2012

Net Sales

Retail sales decreased during the fiscal quarter ended May 31, 2013 by $20.3 million or 4.4% from the comparable period in fiscal 2012 from $457.0 million to $436.7 million. The decrease was primarily due to $19.7 million in petroleum sales and $.6 million in merchandise sales. The petroleum sales decrease resulted from a 5.7% decrease in retail selling prices per gallon offset by a .7 million gallon or a .7% increase in retail petroleum volume.

Costs of Goods Sold

Retail costs of goods sold decreased during the fiscal quarter ended May 31, 2013 by $19.1 million or 4.6% from the comparable period in fiscal 2012 from $416.4 million to $397.3 million. The decrease was primarily due to $19.4 million in petroleum purchase prices and merchandise cost of $.5 million, offset by an increase in freight cost of $.2 million and fuel tax of $.5 million.

Selling, General and Administrative Expenses

Retail Selling, General and Administrative (“SG&A”) expenses increased during the fiscal quarter ended May 31, 2013 by $2.6 million or 8.0% from the comparable period in fiscal 2012 from $32.7 million to $35.3 million. This increase was primarily due to maintenance costs of $.3 million, credit/customer service costs of $.1 million, pension/post-retirement costs of $.2 million and a gain on the sale of fixed assets in fiscal 2012 that reduced SG&A during that period.

20

Comparison of Nine Months Ended May 31, 2013 and 2012

Net Sales

Retail sales decreased during the nine months ended May 31, 2013 by $7.9 million or .6% for the comparable period in fiscal 2012 from $1,277.2 million to $1,269.3 million. The decrease was primarily due to $5.3 million in petroleum sales, and $2.6 million in merchandise sales. The petroleum sales decrease resulted from a 5.3 million gallon or 1.8% decrease in sales volume offset by a 1.4% increase in retail selling prices per gallon.

Costs of Goods Sold

Retail costs of goods sold decreased during the nine months ended May 31, 2013 by $6.5 million or .6% for the comparable period in fiscal 2012 from $1,169.3 million to $1,162.8 million. The decrease was primarily due to $3.8 million in petroleum purchase prices, merchandise costs of $2.2 million and freight costs of $1.3 million offset by an increase in fuel taxes of $.7 million.

Selling, General and Administrative Expenses

Retail SG&A expenses increased during the nine months ended May 31, 2013 by $5.2 million or 5.2% for the comparable period in fiscal 2012 from $98.9 million to $104.1 million. The increase was due to payroll costs of $.7 million, credit/customer service costs of $.6 million, environmental costs of $.6 million, supply costs of $.2 million, maintenance costs of $.7 million, pension/post-retirement costs of $.5 million and a gain on the sale of fixed assets in fiscal 2012 that reduced SG&A during that period.

Wholesale Operations:

	Three Months Ended May 31,				Nine Months Ended May 31,
	2013		2012		2013		2012
	(dollars in thousands)
Net Sales (a)	$	446,823	$	478,793	$	1,441,420	$	1,451,511
Costs of goods sold (exclusive of depreciation and amortization and losses /(gains) on derivative contracts)		354,777		346,378		1,096,547		1,208,722
Losses / (gains) on derivative contracts		—		1,957		2,319		(37,495	)
Selling, general and administrative expenses		6,011		5,312		18,713		17,632
Depreciation and amortization expenses		5,025		4,747		15,522		13,886
Segment Operating Income	$	81,010	$	120,399	$	308,319	$	248,766

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Key Wholesale Operating Statistics:

	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
Refinery Product Yield (thousands of barrels)
Gasoline and gasoline blendstock		2,311			2,294			7,575			7,568
Distillates		1,310			1,210			4,137			4,127
Asphalt		1,754			1,648			5,468			5,372
Butane, propane, residual products, internally produced fuel and other (“Other”)		736			780			1,817			1,727
Total Product Yield		6,111			5,932			18,997			18,794
% Heavy Crude Oil of Total Refinery Throughput (b)		60	%		61	%		60	%		60	%
Crude throughput (thousand barrels per day)		61.9			59.0			64.7			63.8
Product Sales (thousand of barrels) (a)
Gasoline and gasoline blendstock		1,469			1,455			4,670			4,627
Distillates		1,048			1,056			3,389			3,291
Asphalt		1,659			1,568			4,987			5,190
Other		208			188			577			559
Total Product Sales Volume		4,384			4,267			13,623			13,667
Product Sales (dollars in thousands) (a)
Gasoline and gasoline blendstock	$	174,109		$	183,785		$	564,086		$	549,574
Distillates		132,926			139,001			450,433			428,119
Asphalt		128,673			143,461			395,088			438,572
Other		11,115			12,546			31,813			35,246
Total Product Sales	$	446,823		$	478,793		$	1,441,420		$	1,451,511

(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 May 31, 2013 and 2012

Net Sales

Wholesale sales decreased during the three months ended May 31, 2013 by $32.0 million or 6.7% from the comparable period in fiscal 2012 from $478.8 million to $446.8 million. The decrease was due to a 6.7% decrease in wholesale prices offset by a 2.7% increase in wholesale volumes.

Costs of Goods Sold (exclusive of depreciation and amortization and losses/(gains) on derivative contracts)

Wholesale costs of goods sold increased during the three months ended May 31, 2013 by $8.4 million or 2.4% from the comparable period in fiscal 2012 from $346.4 million to $354.8 million. The increase in wholesale costs of goods sold during this period was primarily due to an increase in cost and volume of raw materials.

Losses / (Gains) on Derivative Contracts

During the three months ended May 31, 2013 and 2012, the Company recognized $0 million and $2.0 million of losses in its Consolidated Statements of Operations, respectively. See also Footnote 2 to the Company’s Consolidated Financial Statements.

22

Selling, General and Administrative Expenses

Wholesale SG&A expenses increased during the three months ended May 31, 2013 by $.7 million or 13.2% from the comparable period in fiscal 2012 from $5.3 million or 1.1% of net wholesale sales to $6.0 million or 1.3% of net wholesale sales. The increase was primarily due to payroll costs and professional services.

Comparison of Nine Months Ended May 31, 2013 and 2012

Net Sales

Wholesale sales decreased during the nine months ended May 31, 2013 by $10.1 million or .7% from the comparable period in fiscal 2012 from $1,451.5 million to $1,441.4 million. The decrease was due to a .3% decrease in wholesale prices and volumes.

Costs of Goods Sold (exclusive of depreciation and amortization)

Wholesale costs of goods sold decreased during the nine months ended May 31, 2013 by $112.2 million or 9.3% for the comparable period in fiscal 2012 from $1,208.7 million to $1,096.5 million. The decrease in wholesale costs of goods sold was primarily due to a decrease in the cost of raw materials and volumes.

Losses / (Gains) on Derivative Contracts

For the nine months ended May 31, 2013, the Company recognized $2.3 million and $(37.5) million of losses/(gains) in its Consolidated Statements of Operations, respectively. See also Footnote 2 to the Company’s Consolidated Financial Statements.

Selling, General and Administrative Expenses

Wholesale SG&A expenses increased during the nine months ended May 31, 2013 by $1.1 million or 6.1% from the comparable period in fiscal 2012 from $17.6 million or 1.2% of net wholesale sales to $18.7 or 1.3% of net wholesale sales. The increase was primarily due to payroll costs and professional services.

Consolidated Expenses:

Interest Expense, net

Net interest expense for the three months ended May 31, 2013 and fiscal 2012 remained relatively consistent at $9.9 million.

Net interest expense for the nine months ended May 31, 2013 decreased $.3 million or 5% from the comparable period in fiscal 2012 from $29.3 million to $29.0 million.

Income Tax Expense

The Company’s effective tax rate for both the three and nine months ended May 31, 2013 and 2012 was approximately 39% and 41%, respectively. This change is primarily due to the recognition of permanent book to tax adjustments.

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.

23

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

	May 31, 2013
Cash and cash equivalents	$	124,092
Working capital	$	379,194
Current ratio		4.2
Debt	$	360,815

Primary sources of liquidity have been cash and cash equivalents, and borrowing availability under a revolving line of credit. We believe available capital resources are 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.

	Nine Months Ended May 31, 2013
	(in millions)
Significant uses of cash
Investing activities:
Additions to deferred turnaround cost	$	(.3	)
Property, plant and equipment
Purchase of United Biofuels Assets		(10.1	)
Other general capital items (tank repairs, refinery piping, etc)		(4.9	)
Retail maintenance (blacktop, roof, HVAC, rehab)		(4.0	)
Retail purchase		(2.7	)
Non refinery capital equipment		(2.3	)
Environmental		(2.1	)
New 300 thousand barrel crude tank		(1.2	)
Natural gasoline/ethanol/truck unloading		(1.2	)
Retail petroleum upgrade		(.9	)
Total property, plant and equipment		(29.4	)
Net cash used in investing activities		(29.7	)
Financing activities:
Dividend to stockholder	$	(92.1	)
Principal reductions of long term debt		(1.2	)
Net cash used in financing activities	$	(93.3	)
Working capital items:
Accounts payable increase	$	17.2
Accounts receivable decrease		16.7
Accrued liabilities increase		7.8
Amounts due from affiliated companies, net		.8
Increase in inventory		(70.2	)
Prepaid expense increase		(25.3	)
Income taxes payable decrease		(17.9	)
Derivative asset/liability		(9.1	)
Sales, use and fuel taxes payable decrease		(.9	)
Cash provided by working capital items	$	(80.9	)

24

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 2013 at this time.

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 Amended and Restated Revolving Credit Facility of $175,000,000. 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 May 18, 2016. Under the Amended and Restated 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 or the Federal Funds Open Rate plus 1.5%; or the Daily LIBOR rate plus 3%; plus an applicable margin of 0% to .5%; (b) for euro-rate based borrowings, at the LIBOR Rate plus an applicable margin of 2.75% to 3.25%. The Agent Bank’s prime rate at May 31, 2013 was 3.25%.

The Amended and Restated 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 $6.5 million as of May 31, 2013 and there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility resulting in net availability of $168.5 million. As of July 15, 2013, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility and there were standby letters of credit in the amount of $6.5 million, resulting in a net availability of $168.5 million and the Company had full access to it. The Company’s working capital ratio was 4.2 as of May 31, 2013.

The Company and its lenders recently agreed on the terms of an amendment to the existing capital line of credit in the amount of $175,000,000 (including temporary availability up to $225,000,000). Effective June 18, 2013, the annual Commitment Fee is reduced to .25% and the Letter of Credit Fee, Revolving Credit Base Rate Spread and Revolving Credit Spread have been reduced as described in Amendment No. 1 to Amended and Restated Credit Agreement (the “Amendment”) dated as of June 18, 2013 attached hereto as Exhibit 10.8. The effect of these changes reduces the cost of future borrowing compared with the original terms of the Credit Agreement dated May 18, 2011. In addition, the Amendment extends the term of the Credit Agreement with the lenders to November 29, 2017 from an original expiration date of May 8, 2016. The Amendment also contains additional terms and conditions primarily of a regulatory, administrative and operational nature.

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

25

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 the 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 Amended and Restated Revolving Credit Facility to finance a portion of its operations. This on-balance sheet financial instrument, to the extent it provides for variable rates, exposes the Company to interest rate risk resulting from changes in the Agent Bank’s Prime rate, the Federal Funds or LIBOR rate. As of July 15, 2013, there were no outstanding borrowings under the Amended and Restated Revolving Credit Facility.

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, specifically crude oil option contracts and crack spread option contracts are used to hedge the volatility of these items. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations.

At the quarter ended May 31, 2013, the Company had no derivative investments outstanding as part of its risk management strategy. See also Footnote 2 to the Company’s Consolidated Financial Statements.

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 May 31, 2013. 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 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 May 31, 2013, 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 May 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

26

Part II OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2012.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit 10.1	Amended and Restated Credit Agreement, dated June 18, 2013, by and among United Refining Company, United Refining Company of Pennsylvania, Kiantone Pipeline Corporation, Country Fair, Inc., the lenders party thereto, PNC Bank, National Association, as Administrative Agent, Bank of America, N.A., as Documentation Agent, Manufacturers and Traders Trust Company and Bank Leumi, USA.
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
Exhibit 101	Interactive XBRL Data

27

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: July 15, 2013

UNITED REFINING COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

28

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: July 15, 2013

KIANTONE PIPELINE CORPORATION

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

29

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: July 15, 2013

UNITED REFINING COMPANY OF

PENNSYLVANIA

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

30

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: July 15, 2013

KIANTONE PIPELINE COMPANY

(Registrant)

/s/ Myron L. Turfitt

Myron L. Turfitt

President

/s/ James E. Murphy

James E. Murphy

Chief Financial Officer

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: July 15, 2013

UNITED JET CENTER, INC.

(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: July 15, 2013

KWIK-FILL 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: July 15, 2013

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

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: July 15, 2013

BELL OIL CORP.

(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: July 15, 2013

PPC, 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: July 15, 2013

SUPER TEST PETROLEUM, INC.

(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: July 15, 2013

KWIK-FIL, 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: July 15, 2013

VULCAN ASPHALT REFINING CORPORATION

(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: July 15, 2013

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

40

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is dated as of June     , 2013, 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 LENDERS PARTY TO THE CREDIT AGREEMENT (defined below), BANK OF AMERICA, N.A., as Documentation Agent, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (“Administrative Agent”).

WITNESSETH:

WHEREAS, United Refining, United Refining of PA, Kiantone and Country Fair as Borrowers (collectively, the “Borrowers”), Guarantor, PNC and the Lenders (as defined in the Credit Agreement, the “Lenders”) are party to that certain Amended and Restated Credit Agreement dated as of May 18, 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 Lenders permit United Refining to extend the Expiration Date of the credit facility, amend the pricing grid, and to make certain other amendments as set forth herein;

WHEREAS, the Lenders 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:

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.

The definition of Excluded Taxes set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

“Excluded Taxes shall mean, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payment to be made by or on

account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.9.5 [Status of Lenders], except to the extent that such Foreign Lender (or its assignor or seller of a participation, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 5.9.1 [Payments Free of Taxes] or (d) any Taxes imposed on any “withholding payment” payable to such recipient as a result of the failure of such recipient to satisfy the requirements set forth in the FATCA after December 31, 2012.”

The definition of Expiration Date set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

“Expiration Date shall mean, with respect to the Revolving Credit Commitments, November 29, 2017.”

The definition of Official Body set forth in Section 1.1 of the Credit Agreement is hereby amended and restated as follows:

“Official Body shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).”

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

“Amendment No. 1 Closing Date shall mean June     , 2013.”

“Applicable Law shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Loan Document or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state, federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Official Body, and all applicable orders, judgments and decrees of all courts and arbitrators.”

“Compliance Authority shall mean each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) the U.S. Internal Revenue Service, (f) the U.S. Justice Department, and (g) the U.S. Securities and Exchange Commission.”

“Covered Entity shall mean each Borrower, each Borrower’s Affiliates and Subsidiaries, all Guarantors, pledgors of Collateral, all owners of the foregoing, and all brokers or other agents of any Borrower acting in any capacity in connection with the Obligations.”

“FATCA shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.”

“Reportable Compliance Event shall mean that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, custodially detained or, to the knowledge of any Loan Party, investigated, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law.”

“Sanctioned Country shall mean a country subject to a sanctions program maintained by any Compliance Authority.”

“Sanctioned Person shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.”

Amendment of Section 2.3 of the Credit Agreement. Section 2.3 [Commitment Fees] of the Credit Agreement is hereby amended and restated as follows:

“2.3 Commitment Fees. Accruing from the date hereof until the Expiration Date, the Borrowers agree to pay to the Administrative Agent for the account of each Lender according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to 0.25% per annum (computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to be borrowed amounts under its

Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date.”

Amendment of Section 2.9.4.1 of the Credit Agreement. Subsection 2.9.4.1 of the Credit Agreement is hereby amended and restated as follows:

“2.9.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrowers (i) in reimbursement of any payment made by the Issuing Lender or Administrative Agent under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender or Administrative Agent under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender (and, to the extent that any of the other Lender(s) have funded any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.10, Administrative Agent will pay over to such non-Defaulting funding Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).”

Amendment of Section 2.10 of the Credit Agreement. Section 2.10 [Defaulting Lenders] of the Credit Agreement is hereby amended and restated as follows:

“2.10 Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.10 so long as such Lender is a Defaulting Lender.

(b) (i) except as otherwise expressly provided for in this Section 2.10, Revolving Credit Loans shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting Lenders based on their respective Ratable Share, and no Ratable Share of any Lender or any pro rata share of any Revolving Credit Loans required to be advanced by any Lender shall be increased as a result of any Lender being a Defaulting Lender. Amounts received in respect of

principal of any type of Revolving Credit Loans shall be applied to reduce such type of Revolving Credit Loans of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with their Ratable Share; provided, that, Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Administrative Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative Agent. Administrative Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained by it for the account of such Defaulting Lender.

(ii) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.3 [Commitment Fees];

(iii) if any Swing Loans are outstanding or any Letter of Credit Obligations (or drawings under any Letter of Credit for which the Issuing Lender has not been reimbursed) exist at the time such Lender becomes a Defaulting Lender, then:

(1) all or any part of the outstanding Swing Loans and Letter of Credit Obligations of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent that (x) the Revolving Facility Usage does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments, and (y) no Potential Default or Event of Default has occurred and is continuing at such time;

(2) if the reallocation described in clause (1) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swing Loans, and (y) second, cash collateralize for the benefit of the Issuing Lender the Borrowers’ obligations corresponding to such Defaulting Lender’s Letter of Credit Obligations (after giving effect to any partial reallocation pursuant to clause (1) above) in a deposit account held at the Administrative Agent for so long as such Letter of Credit Obligations are outstanding;

(3) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Obligations pursuant to clause (2) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations during the period such Defaulting Lender’s Letter of Credit Obligations are cash collateralized;

(4) if the Letter of Credit Obligations of the non-Defaulting Lenders are reallocated pursuant to clause (1) above, then the fees payable to the Lenders pursuant to Section 2.9.2 [Letter of Credit Fees] shall be adjusted in accordance with such non-Defaulting Lenders’ Ratable Share; and

(5) if all or any portion of such Defaulting Lender’s Letter of Credit Obligations are neither reallocated nor cash collateralized pursuant to clause (1) or (2) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under Section 2.9.2 [Letter of Credit Fees] with respect to such Defaulting Lender’s Letter of Credit Obligations shall be payable to the Issuing Lender (and not to such Defaulting Lender) until and to the extent that such Letter of Credit Obligations are reallocated and/or cash collateralized; and

so long as such Lender is a Defaulting Lender, PNC shall not be required to fund any Swing Loans and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Issuing Lender is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Obligations will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.10(b)(iii), and participating interests in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.10(b)(iii)(1) (and such Defaulting Lender shall not participate therein).

(c) A Defaulting Lender shall not be entitled to give instructions to Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Loan Documents, and all amendments, waivers and other modifications of this Agreement and the Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Loans or a Ratable Share; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in Sections 11.1.1 [Increase of Commitment] or 11.1.2 [Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment] of this Agreement.

(d) Other than as expressly set forth in this Section 2.10, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.10 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice PNC, in its capacity as Swing Loan lender or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e) If (i) a Bankruptcy Event with respect to a parent company of any Lender shall occur following the date hereof and for so long as such event shall continue, or (ii) PNC or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, PNC shall not be required to fund any Swing Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless PNC or the Issuing Lender, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to PNC or the Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder.

(f) In the event that the Administrative Agent, the Borrowers, PNC and the Issuing Lender agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, and the Ratable Share of the Swing Loans and Letter of Credit Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment, and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swing Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Ratable Share.”

Amendment of Section 4.4.2 of the Credit Agreement. Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] of the Credit Agreement is hereby amended and restated as follows:

“4.4.2 Illegality; Increased Costs; Deposits Not Available. Notwithstanding any other provision hereof, if at any time any Lender shall have determined that:

(i) any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this Section 4.4.2, the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any Loans subject to the LIBOR Rate) to make or maintain its Loans subject to the LIBOR Rate, or

(ii) such LIBOR Rate Option will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or

(iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market,

then the Administrative Agent shall have the rights specified in Section 4.4.3 [Administrative Agent’s and Lender’s Rights].”

Amendment of Section 4.4.3 of the Credit Agreement. Section 4.4.3 [Administrative Agent’s and Lenders’ Rights] of the Credit Agreement is hereby amended and restated as follows:

“4.4.3 Administrative Agent’s and Lenders’ Rights. In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given the obligation of Lenders (or such affected Lender) to make Loans subject to the LIBOR Rate hereunder shall forthwith be cancelled and Borrowers shall, if any affected Loans subject to the LIBOR Rate are then outstanding, promptly upon request from Administrative Agent, either pay all such affected Loans subject to the LIBOR Rate or convert such affected Loans subject to the LIBOR Rate into loans of another type. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to each Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. A certificate as to any additional amounts payable pursuant to this section submitted by Lenders to Borrowers shall be conclusive absent manifest error.”

Amendment of Section 5.8.1 of Credit Agreement. Section 5.8.1 [Increased Costs] of the Credit Agreement is hereby amended and restated as follows:

“5.8.1 Increased Costs. In the event that any Applicable Law or any Change in Law or compliance by any Lender (for purposes of this Section 5.8.1, the term “Lender” shall include Administrative Agent, PNC, in its capacity as Swing Loan lender, any Issuing Lender or Lender and any corporation or bank controlling Administrative Agent, PNC, in its capacity as Swing Loan lender, any Lender or Issuing Lender and the office or branch where Administrative Agent, PNC, in its capacity as Swing Loan lender, any Lender or Issuing Lender (as so defined) makes or maintains any Loans subject to the LIBOR Rate) with any request or directive (whether or not having the force of law) from any Official Body, shall:

(a) subject Administrative Agent, PNC, in its capacity as Swing Loan lender, any Lender or Issuing Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan subject to the LIBOR Rate, or change the basis of taxation of payments to Administrative Agent, PNC, in its capacity as Swing Loan lender, such Lender or Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by Administrative Agent, PNC, in its capacity as Swing Loan lender, such Lender or the Issuing Lender);

(b) impose, modify or deem applicable any reserve, special deposit, assessment, compulsory loan, insurance charge or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Administrative Agent, PNC, in its capacity as Swing Loan lender, Issuing Lender or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c) impose on Administrative Agent, PNC, in its capacity as Swing Loan lender, any Lender or Issuing Lender or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting this Agreement or any Loan Document or any Loans made by any Lender, or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to Administrative Agent, PNC, in its capacity as Swing Loan lender, any Lender or Issuing Lender of making, converting to, continuing, renewing or maintaining its Loans hereunder by an amount that Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender or Issuing Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Loans by an amount that Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender or Issuing Lender deems to be material, then, in any case Borrowers shall promptly pay Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender or Issuing Lender, upon its demand, such additional amount as will compensate Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender or Issuing Lender for such additional cost or such reduction, as the case may be, provided that the foregoing shall not apply to increased costs which are reflected in the LIBOR Rate, as the case may be. Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender or Issuing Lender shall certify the amount of such additional cost or reduced amount to the Borrowers, and such certification shall be conclusive absent manifest error.”

Amendment of Section 5.8.2 of the Credit Agreement. Section 5.8.2 [Capital Requirements] of the Credit Agreement is hereby amended and restated as follows:

“5.8.2 Capital Requirements.

In the event that Administrative Agent, PNC, in its capacity as Swing Loan lender or any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any change in the interpretation or administration thereof by any Official Body, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Administrative Agent, PNC, in its capacity as Swing Loan lender, Issuing Lender or any Lender (for purposes of this Section 5.8.2, the term “Lender” shall include Administrative Agent, PNC, in its capacity as Swing Loan lender, Issuing Lender or any Lender and any corporation or bank controlling Administrative Agent, PNC, in its capacity as Swing Loan lender or any Lender and the office or branch where Administrative Agent, PNC, in its capacity as Swing Loan lender or any Lender (as so defined) makes or maintains any Loans subject to the LIBOR Rate) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Administrative Agent, PNC, in its capacity as Swing Loan lender or any Lender’s capital as a consequence of its obligations hereunder (including the making of any Swing Loans) to a level below that which Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Administrative Agent’s, PNC’s, in its capacity as Swing Loan lender, and each Lender’s policies with respect to capital adequacy) by an amount deemed by Administrative Agent, PNC, in its capacity as Swing Loan lender or any Lender to be material, then, from time to time, Borrowers shall pay upon demand to Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender such additional amount or amounts as will compensate Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender for such reduction. In determining such amount or amounts, Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender may use any reasonable averaging or attribution methods. The protection of this Section 5.8.2 shall be available to Administrative Agent, PNC, in its capacity as Swing Loan lender and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation, guideline or condition.

(b) A certificate of Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender setting forth such amount or amounts as shall be necessary to compensate Administrative Agent, PNC, in its capacity as Swing Loan lender or such Lender with respect to Section 5.8.2(a) hereof when delivered to the Borrowers shall be conclusive absent manifest error.”

Amendment of Section 5.9 of the Credit Agreement. Section 5.9 [Taxes] of the Credit Agreement is hereby amended and restated as follows:

“5.9 Taxes.

5.9.1 Payments Free of Taxes. Any and all payments by or on account of any Obligations hereunder or under any Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, PNC, in its capacity as Swing Loan lender, Lender, Issuing Lender or Participant, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Official Body in accordance with Applicable Law.

5.9.2 Payment of Other Taxes by the Borrowers. Without limiting the provisions of Section 5.9.1 above, the Borrowers shall timely pay any Other Taxes to the relevant Official Body in accordance with Applicable Law.

5.9.3 Indemnification by the Borrowers. Each Borrower shall indemnify Administrative Agent, PNC, in its capacity as Swing Loan lender, each Lender, and the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Administrative Agent, PNC, in its capacity as Swing Loan lender, such Lender, or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to the Borrowers by any Lender, PNC, in its capacity as Swing Loan lender, or the Issuing Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of PNC, in its capacity as Swing Loan lender, a Lender or the Issuing Lender, shall be conclusive absent manifest error.

5.9.4 Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Official Body, the Borrowers shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

5.9.5 Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Loan Document shall deliver to the Borrowers (with a copy to Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers or Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under §1.1441-7(b) of the United States Income Tax Regulations or other Applicable Law. Further, Administrative Agent is indemnified under §1.1461-1(e) of the United States Income Tax Regulations against any claims and demands of any Lender, Issuing Lender or assignee or participant of a Lender or Issuing Lender for the amount of any tax it deducts and withholds in accordance with regulations under §1441 of the Code. In addition, any Lender, if requested by the Borrowers or Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowers or Administrative Agent as will enable the Borrowers or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of America, any Foreign Lender (or other Lender) shall deliver to the Borrowers and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if such Foreign Lender (or other Lender) is legally entitled to do so), whichever of the following is applicable:

(i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly completed valid originals of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B)

of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two duly completed valid originals of IRS Form W-8BEN,

(iv) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made, or

(v) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to Administrative Agent two (2) originals of an IRS Form W-9 or any other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender.

5.9.6 Delivery of Certificate. If a payment made to a Lender, PNC, in its capacity as Swing Loan lender, Participant, Issuing Lender, or Administrative Agent under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Person fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender, PNC, in its capacity as Swing Loan lender, Participant, Issuing Lender, or Administrative Agent shall deliver to the Administrative Agent (in the case of PNC, in its capacity as Swing Loan lender, a Lender, Participant or Issuing Lender) and the Borrowers (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation reasonably requested by the Administrative Agent or any Borrower sufficient for Administrative Agent and the Borrowers to comply with their obligations under FATCA and to determine that PNC, in its capacity as Swing Loan lender, such Lender, Participant, Issuing Lender, or Administrative Agent has complied with such applicable reporting requirements.

5.9.7 Delivery of Receipt. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Official Body, the Borrowers shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.”

Amendment of Section 9.1.3 of the Credit Agreement. Section 9.1.3 [Breach of Negative Covenants or Visitation Rights] of the Credit Agreement is hereby amended and restated as follows:

“9.1.3 Breach of Negative Covenants, Visitation Rights or Anti-Money Laundering Covenants. Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 8.1.5 [Visitation Rights], Section 8.2 [Negative Covenants], or Section 11.18 [Anti-Money Laundering/International Trade Law Compliance];”

Amendment of Article 9 of Credit Agreement. Article 9.1 [Events of Default] of the Credit Agreement is hereby amended to add the following new Section 9.1.12 immediately following Section 9.1.11:

“9.1.12 Reportable Compliance Event. The occurrence of any Reportable Compliance Event, or any Borrower’s failure to immediately report a Reportable Compliance Event in accordance with Section 11.18 [Anti-Money Laundering/International Trade Law Compliance] hereof.”

Amendment of Section 11.16 of the Credit Agreement. Section 11.16 [USA PATRIOT Act Notice] of the Credit Agreement is hereby amended and restated as follows:

“11.16 Certifications from Banks and Participants; USA PATRIOT Act.

(a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Amendment No. 1 Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

(b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender may from time to time request, and Borrower shall provide to Lender, Borrower’s name, address, tax identification number and/or such other identifying information as shall be necessary for Lender to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.”

Amendment of Article 11 of Credit Agreement. Article 11 [MISCELLANEOUS] of the Credit Agreement is hereby amended to add the following new Section 11.18 immediately following Section 11.17:

“11.18 Anti-Money Laundering/International Trade Law Compliance. Each Borrower represents and warrants to the Administrative Agent, as of the date of this Agreement, the date of each Loan, the date of any renewal, extension or modification of this Agreement, and at all times until this Agreement has been terminated and all Obligations have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a

Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the Loans will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Obligations are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. The Borrowers covenant and agree that they shall immediately notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.”

Schedules. Schedule 1.1(A) – Pricing Grid, of the Credit Agreement shall be amended and restated in its entirety as set forth in Schedule 1.1(A) to this Amendment.

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:

Execution and Delivery of Amendment. The Borrowers, the Guarantor and the Lenders shall have executed and delivered to the Administrative Agent this Amendment by their duly authorized representatives.

Corporate Documents. Each Loan Party shall have delivered to the Administrative Agent for the benefit of each Lender 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:

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

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

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).

Fees and Expenses. The Borrower has paid, or caused to be paid all fees, costs and expenses payable to the Administrative Agent or for which the Administrative Agent is entitled to be reimbursed, to the extent invoiced, including but not limited to the reasonable fees and expenses of the Administrative Agent’s legal counsel.

Representations and Warranties; No Defaults.

The representations and warranties of the Loan Parties contained in Article 6 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.

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, 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 Lender 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 Lenders and the Administrative 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 Administrative Agent and any of the Lenders.

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.

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 15 hereof have been satisfied.

Administrative Agent’s Expenses.

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

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 Administrative Agent.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED 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:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive
UNITED REFINING COMPANY OF PENNSYLVANIA
By:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive
KIANTONE PIPELINE CORPORATION
By:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive
COUNTRY FAIR, INC.
By:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT]

GUARANTORS:
KWIK-FILL CORPORATION
By:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive
UNITED BIOFUELS, INC.
By:
Name:	John A. Catsimatidis
Title:	Chairman of the Board & Chief Executive

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT]

ADMINISTRATIVE AGENT AND LENDERS:
PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By:
Name:	James M. Steffy
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT]

BANK OF AMERICA, N.A., individually and as Documentation Agent
By:
Name:	H. Michael Wills
Title:	Senior Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY
By:
Name:	Jon Werbitsky
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT]

BANK LEUMI, USA
By:
Name:	John Koenigsberg
Title:	Senior Vice President
By:
Name:	Iris Steinhardt
Title:	Vice President

SCHEDULE 1.1(A)

PRICING GRID—

VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO

Level	Average Excess Availability	Letter of Credit Fee			Revolving Credit Base Rate Spread			Revolving Credit LIBOR Rate Spread
I	Greater than $110,000,000		2.25	%		0.75	%		2.25	%
II	Greater than or equal to $40,000,000 but less than $110,000,000		2.75	%		1.25	%		2.75	%
III	Less than $40,000,000		3.25	%		1.75	%		3.25	%

For purposes of determining the Applicable Margin and the Applicable Letter of Credit Fee Rate the Applicable Margin and the Applicable Letter of Credit Fee Rate shall be determined based upon Schedule 1.1(A) above; provided, however the Applicable Margin and the Letter of Credit Fee shall be recomputed as of the end of each fiscal quarter ending after the Closing Date based on the Average Excess Availability as of such quarter-end. Any increase or decrease in the Applicable Margin or the Letter of Credit Fee computed as of a quarter end shall be effective on the date on which the Quarterly Compliance Certificate evidencing such computation is due to be delivered under Sections 8.3.1 and 8.3.3.

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: July 15, 2013	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: July 15, 2013	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 May 31, 2013 (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: July 15, 2013	By:	/s/ John A. Catsimatidis
		John A. Catsimatidis
		Principal Executive Officer

Dated: July 15, 2013	By:	/s/ James E. Murphy
		James E. Murphy
		Principal Financial Officer

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Subsidiary Guarantors (Tables)

9 Months Ended

May 31, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

(in thousands)

	May 31, 2013												August 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	110,751		$	13,341		$	—		$	124,092		$	122,219		$	15,321		$	—		$	137,540
Accounts receivable, net		63,930			39,951			—			103,881			79,870			40,729			—			120,599
Inventories, net		197,196			29,265			—			226,461			127,469			28,751			—			156,220
Prepaid expenses and other assets		39,849			5,213			—			45,062			16,311			3,502			—			19,813
Deferred income taxes		—			—			—			—			(114	)		1,162			—			1,048
Amounts due from affiliated companies		—			—			—			—			344			(255	)		—			89
Intercompany		136,814			6,924			(143,738	)		—			117,992			16,703			(134,695	)		—
Total current assets		548,540			94,694			(143,738	)		499,496			464,091			105,913			(134,695	)		435,309
Property, plant and equipment, net		175,304			94,040			—			269,344			176,282			77,105			—			253,387
Deferred financing costs, net		7,217			—			—			7,217			8,471			—			—			8,471
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,084			—			1,084			—			1,164			—			1,164
Deferred turnaround costs & other assets		10,097			2,776			—			12,873			15,173			2,977			—			18,150
Investment in subsidiaries		15,302			—			(15,302	)		—			17,018			—			(17,018	)		—
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	911		$	711		$	—		$	1,622		$	939		$	379		$	—		$	1,318
Accounts payable		38,199			21,222			—			59,421			22,528			19,675			—			42,203
Derivative liability		—			—			—			—			9,098			—			—			9,098
Accrued liabilities		19,375			5,341			—			24,716			11,147			5,769			—			16,916
Income taxes payable		12,150			(1,160	)		—			10,990			25,866			3,065			—			28,931
Sales, use and fuel taxes payable		16,657			4,309			—			20,966			17,622			4,270			—			21,892
Deferred income taxes		3,004			(1,161	)		—			1,843			—			—			—			—
Amounts due to affiliated companies		—			744			—			744			—			—			—			—
Intercompany		—			143,738			(143,738	)		—			—			134,695			(134,695	)		—
Total current liabilities		90,296			173,744			(143,738	)		120,302			87,200			167,853			(134,695	)		120,358
Long term debt: less current installments		356,414			2,779			—			359,193			356,448			2,230			—			358,678
Deferred income taxes		5,435			9,916			—			15,351			5,753			9,269			—			15,022
Deferred retirement benefits		86,739			2,702			—			89,441			90,358			2,638			—			92,996
Total liabilities		538,884			189,141			(143,738	)		584,287			539,759			181,990			(134,695	)		587,054
Commitment and contingencies Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,825			10,651			(10,651	)		24,825			24,825			10,651			(10,651	)		24,825
Retained earnings		211,698			6,260			(6,260	)		211,698			135,988			8,123			(8,123	)		135,988
Accumulated other comprehensive loss		(18,947	)		(1,627	)		1,627			(18,947	)		(19,537	)		(1,774	)		1,774			(19,537	)
Total stockholder’s equity		217,576			15,302			(15,302	)		217,576			141,276			17,018			(17,018	)		141,276
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330

Schedule of Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended May 31, 2013												Three Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	676,765		$	437,885		$	(231,130	)	$	883,520		$	722,897		$	458,135		$	(245,234	)	$	935,798
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		584,966			398,211			(231,130	)		752,047			590,847			417,197			(245,234	)		762,810
Losses on derivative contracts		—			—			—			—			1,957			—			—			1,957
Selling, general and administrative expenses		5,900			35,407			—			41,307			5,203			32,783			—			37,986
Depreciation and amortization expenses		4,813			1,665			—			6,478			4,590			1,542			—			6,132
		595,679			435,283			(231,130	)		799,832			602,597			451,522			(245,234	)		808,885
Operating income		81,086			2,602			—			83,688			120,300			6,613			—			126,913
Other income (expense):
Interest expense, net		(9,751	)		(127	)		—			(9,878	)		(10,145	)		(130	)		—			(10,275	)
Other, net		(895	)		157			—			(738	)		(1,234	)		181			—			(1,053	)
Equity in net income of subsidiaries		1,666			—			(1,666	)		—			3,985			—			(3,985	)		—
		(8,980	)		30			(1,666	)		(10,616	)		(7,394	)		51			(3,985	)		(11,328	)
Income before income tax expense		72,106			2,632			(1,666	)		73,072			112,906			6,664			(3,985	)		115,585
Income tax expense		27,547			966			—			28,513			44,805			2,679			—			47,484
Net income	$	44,559		$	1,666		$	(1,666	)	$	44,559		$	68,101		$	3,985		$	(3,985	)	$	68,101

	Nine Months Ended May 31, 2013												Nine Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	2,113,470		$	1,272,938		$	(675,717	)	$	2,710,691		$	2,122,791		$	1,280,800		$	(674,918	)	$	2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses/(gains) on derivative contracts)		1,768,975			1,166,063			(675,717	)		2,259,321			1,880,948			1,172,032			(674,918	)		2,378,062
Losses/(gains) on derivative contracts		2,319			—			—			2,319			(37,495	)		—			—			(37,495	)
Selling, general and administrative expenses		18,384			104,433			—			122,817			17,294			99,279			—			116,573
Depreciation and amortization expenses		14,887			5,013			—			19,900			13,411			4,658			—			18,069
		1,804,565			1,275,509			(675,717	)		2,404,357			1,874,158			1,275,969			(674,918	)		2,475,209
Operating income (loss)		308,905			(2,571	)		—			306,334			248,633			4,831			—			253,464
Other income (expense):
Interest expense, net		(28,584	)		(374	)		—			(28,958	)		(30,427	)		(361	)		—			(30,788	)
Other, net		(2,805	)		479			—			(2,326	)		(2,963	)		630			—			(2,333	)
Equity in net loss of subsidiaries		(1,863	)		—			1,863			—			2,893			—			(2,893	)		—
		(33,252	)		105			1,863			(31,284	)		(30,497	)		269			(2,893	)		(33,121	)
Income (loss) before income tax expense (benefit)		275,653			(2,466	)		1,863			275,050			218,136			5,100			(2,893	)		220,343
Income tax expense (benefit)		107,885			(603	)		—			107,282			88,226			2,207			—			90,433
Net income (loss)	$	167,768		$	(1,863	)	$	1,863		$	167,768		$	129,910		$	2,893		$	(2,893	)	$	129,910

Schedule of Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Nine Months Ended May 31, 2013											Nine Months Ended May 31, 2012
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	90,216		$	19,311		$	—	$	109,527		$	100,173		$	6,476		$	—	$	106,649
Cash flows from investing activities:
Additions to property, plant and equipment		(8,641	)		(20,825	)		—		(29,466	)		(8,106	)		(7,547	)		—		(15,653	)
Additions to amortizable intangible assets		—			—			—		—			—			(240	)		—		(240	)
Additions to deferred turnaround costs		(268	)		(48	)		—		(316	)		(1,325	)		(1,485	)		—		(2,810	)
Proceeds from asset dispositions		65			10			—		75			40			2,444			—		2,484
Net cash used in investing activities		(8,844	)		(20,863	)		—		(29,707	)		(9,391	)		(6,828	)		—		(16,219	)
Cash flows from financing activities:
Net reductions on revolving credit facility		—			—			—		—			(24,000	)		—			—		(24,000	)
Dividends to stockholder		(92,058	)		—			—		(92,058	)		(31,008	)		—			—		(31,008	)
Principal reductions of long-term debt		(782	)		(428	)		—		(1,210	)		(587	)		(267	)		—		(854	)
Net cash used in financing activities		(92,840	)		(428	)		—		(93,268	)		(55,595	)		(267	)		—		(55,862	)
Net (decrease) increase in cash and cash equivalents		(11,468	)		(1,980	)		—		(13,448	)		35,187			(619	)		—		34,568
Cash and cash equivalents, beginning of year		122,219			15,321			—		137,540			5,927			10,733			—		16,660
Cash and cash equivalents, end of period	$	110,751		$	13,341		$	—	$	124,092		$	41,114		$	10,114		$	—	$	51,228

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Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Income Statement [Abstract]
Net sales	$ 883,520	$ 935,798	$ 2,710,691	$ 2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses/(gains) on derivative contracts)	752,047	762,810	2,259,321	2,378,062
Losses/(gains) on derivative contracts (See Note 3)	0	1,957	2,319	(37,495)
Selling, general and administrative expenses	41,307	37,986	122,817	116,573
Depreciation and amortization expenses	6,478	6,132	19,900	18,069
Total costs and expenses	799,832	808,885	2,404,357	2,475,209
Operating income	83,688	126,913	306,334	253,464
Other income (expense):
Interest expense, net	(9,878)	(10,275)	(28,958)	(30,788)
Other, net	(738)	(1,053)	(2,326)	(2,333)
Total other income (expense)	(10,616)	(11,328)	(31,284)	(33,121)
Income before income tax expense	73,072	115,585	275,050	220,343
Income tax expense	28,513	47,484	107,282	90,433
Net income	$ 44,559	$ 68,101	$ 167,768	$ 129,910

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Inventories

9 Months Ended

May 31, 2013

Inventory Disclosure [Abstract]

Inventories

3. 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 the lower of cost or market or replacement cost and include various parts for the refinery operations.

Inventories consist of the following:

	May 31, 2013		August 31, 2012
	(in thousands)
Crude Oil	$	48,177	$	40,419
Petroleum Products		128,110		66,296
Total @ LIFO		176,287		106,715
Merchandise		24,122		23,707
Supplies		26,052		25,798
Total @ FIFO		50,174		49,505
Total Inventory	$	226,461	$	156,220

As of May 31, 2013 and August 31, 2012, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $78,579,000 and $77,727,000, respectively.

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Inventories - Additional Information (Detail) (USD $)	May 31, 2013	Aug. 31, 2012
Inventory Disclosure [Abstract]
Replacement cost of LIFO, over LIFO carrying values	$ 78,579,000	$ 77,727,000

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Segments of Business (Tables)

9 Months Ended

May 31, 2013

Segment Reporting [Abstract]

Summarized Financial Information of Company's Reportable Segments

Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):

	Three Months Ended May 31,				Nine Months Ended May 31,
	2013		2012		2013			2012
Net Sales
Retail	$	436,697	$	457,005	$	1,269,271		$	1,277,162
Wholesale		446,823		478,793		1,441,420			1,451,511
	$	883,520	$	935,798	$	2,710,691		$	2,728,673
Intersegment Sales
Wholesale	$	229,942	$	244,104	$	672,050		$	671,280
Operating Income (Loss)
Retail	$	2,678	$	6,514	$	(1,985	)	$	4,698
Wholesale		81,010		120,399		308,319			248,766
	$	83,688	$	126,913	$	306,334		$	253,464
Depreciation and Amortization
Retail	$	1,453	$	1,385	$	4,378		$	4,183
Wholesale		5,025		4,747		15,522			13,886
	$	6,478	$	6,132	$	19,900		$	18,069
Capital Expenditures (including non-cash)
Retail	$	1,789	$	3,273	$	10,538		$	6,773
Wholesale		14,110		3,050		20,621			10,255
	$	15,899	$	6,323	$	31,159		$	17,028

	May 31, 2013		August 31, 2012
Total Assets
Retail	$	175,632	$	169,935
Wholesale		626,231		558,395
	$	801,863	$	728,330

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Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Parenthetical) (Detail) (USD $)	May 31, 2013	Aug. 31, 2012
Text Block [Abstract]
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

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Subsidiary Guarantors - Schedule of Condensed Consolidating Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Aug. 31, 2012	May 31, 2012	Aug. 31, 2011
Current:
Cash and cash equivalents	$ 124,092	$ 137,540	$ 51,228	$ 16,660
Accounts receivable, net	103,881	120,599
Inventories, net	226,461	156,220
Prepaid expenses and other assets	45,062	19,813
Deferred income taxes		1,048
Amounts due from affiliated companies		89
Intercompany
Total current assets	499,496	435,309
Property, plant and equipment, net	269,344	253,387
Deferred financing costs, net	7,217	8,471
Goodwill and other non-amortizable assets	11,849	11,849
Amortizable intangible assets, net	1,084	1,164
Deferred turnaround costs & other assets	12,873	18,150
Investment in subsidiaries
Total assets	801,863	728,330
Current:
Current installments of long-term debt	1,622	1,318
Accounts payable	59,421	42,203
Derivative liability	0	9,098
Accrued liabilities	24,716	16,916
Income taxes payable	10,990	28,931
Sales, use and fuel taxes payable	20,966	21,892
Deferred income taxes	1,843
Amounts due to affiliated companies	744
Intercompany
Total current liabilities	120,302	120,358
Long term debt: less current installments	359,193	358,678
Deferred income taxes	15,351	15,022
Deferred retirement benefits	89,441	92,996
Total liabilities	584,287	587,054
Commitment and contingencies
Stockholder's equity
Common stock, $.10 par value per share - shares authorized 100; issued and outstanding 100
Additional paid-in capital	24,825	24,825
Retained earnings	211,698	135,988
Accumulated other comprehensive loss	(18,947)	(19,537)
Total stockholder's equity	217,576	141,276
Total liabilities and shareholders equity	801,863	728,330
United Refining Company [Member]
Current:
Cash and cash equivalents	110,751	122,219
Accounts receivable, net	63,930	79,870
Inventories, net	197,196	127,469
Prepaid expenses and other assets	39,849	16,311
Deferred income taxes		(114)
Amounts due from affiliated companies		344
Intercompany	136,814	117,992
Total current assets	548,540	464,091
Property, plant and equipment, net	175,304	176,282
Deferred financing costs, net	7,217	8,471
Goodwill and other non-amortizable assets
Amortizable intangible assets, net
Deferred turnaround costs & other assets	10,097	15,173
Investment in subsidiaries	15,302	17,018
Total assets	756,460	681,035
Current:
Current installments of long-term debt	911	939
Accounts payable	38,199	22,528
Derivative liability		9,098
Accrued liabilities	19,375	11,147
Income taxes payable	12,150	25,866
Sales, use and fuel taxes payable	16,657	17,622
Deferred income taxes	3,004
Total current liabilities	90,296	87,200
Long term debt: less current installments	356,414	356,448
Deferred income taxes	5,435	5,753
Deferred retirement benefits	86,739	90,358
Total liabilities	538,884	539,759
Commitment and contingencies
Stockholder's equity
Additional paid-in capital	24,825	24,825
Retained earnings	211,698	135,988
Accumulated other comprehensive loss	(18,947)	(19,537)
Total stockholder's equity	217,576	141,276
Total liabilities and shareholders equity	756,460	681,035
Guarantors [Member]
Current:
Cash and cash equivalents	13,341	15,321	10,114	10,733
Accounts receivable, net	39,951	40,729
Inventories, net	29,265	28,751
Prepaid expenses and other assets	5,213	3,502
Deferred income taxes		1,162
Amounts due from affiliated companies		(255)
Intercompany	6,924	16,703
Total current assets	94,694	105,913
Property, plant and equipment, net	94,040	77,105
Goodwill and other non-amortizable assets	11,849	11,849
Amortizable intangible assets, net	1,084	1,164
Deferred turnaround costs & other assets	2,776	2,977
Total assets	204,443	199,008
Current:
Current installments of long-term debt	711	379
Accounts payable	21,222	19,675
Accrued liabilities	5,341	5,769
Income taxes payable	(1,160)	3,065
Sales, use and fuel taxes payable	4,309	4,270
Deferred income taxes	(1,161)
Amounts due to affiliated companies	744
Intercompany	143,738	134,695
Total current liabilities	173,744	167,853
Long term debt: less current installments	2,779	2,230
Deferred income taxes	9,916	9,269
Deferred retirement benefits	2,702	2,638
Total liabilities	189,141	181,990
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	10,651	10,651
Retained earnings	6,260	8,123
Accumulated other comprehensive loss	(1,627)	(1,774)
Total stockholder's equity	15,302	17,018
Total liabilities and shareholders equity	204,443	199,008
Eliminations [Member]
Current:
Cash and cash equivalents
Intercompany	(143,738)	(134,695)
Total current assets	(143,738)	(134,695)
Investment in subsidiaries	(15,302)	(17,018)
Total assets	(159,040)	(151,713)
Current:
Intercompany	(143,738)	(134,695)
Total current liabilities	(143,738)	(134,695)
Total liabilities	(143,738)	(134,695)
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	(10,651)	(10,651)
Retained earnings	(6,260)	(8,123)
Accumulated other comprehensive loss	1,627	1,774
Total stockholder's equity	(15,302)	(17,018)
Total liabilities and shareholders equity	$ (159,040)	$ (151,713)

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Employee Benefit Plans - Components of Net Pension and Other Postretirement Benefit Costs (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 163	$ 215	$ 491	$ 978
Interest cost on benefit obligation	1,280	914	3,845	4,904
Expected return on plan assets	(1,463)	(860)	(4,395)	(4,582)
Amortization and deferral of net loss	335	124	1,005	549
Net periodic benefit cost	315	393	946	1,849
Other Post-Retirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	235	249	708	866
Interest cost on benefit obligation	471	543	1,418	1,886
Amortization and deferral of net loss	31	(149)	93	(515)
Net periodic benefit cost	$ 737	$ 643	$ 2,219	$ 2,237

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Subsidiary Guarantors - Additional Information (Detail) (10.50% Senior Secured Notes [Member])	May 31, 2013
10.50% Senior Secured Notes [Member]
Guarantor Obligations [Line Items]
Senior Secured Notes, interest rate	10.50%

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Statement Of Income And Comprehensive Income [Abstract]
Unrecognized post retirement income (loss), taxes	$ 136	$ (5)	$ 410	$ 6,938

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Description of Business and Basis of Presentation

9 Months Ended

May 31, 2013

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

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, United Biofuels, Inc. and Kiantone Pipeline Corporation (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

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 operates a network of Company operated retail units under the Red Apple Food Mart^® and Country Fair^® brand names selling petroleum products under the Kwik Fill^®, Citgo^® and Keystone^® brand names, as well as convenience and grocery items.

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 nine months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the year ending August 31, 2013. 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, 2012.

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Subsidiary Guarantors

9 Months Ended

May 31, 2013

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Subsidiary Guarantors

4. Subsidiary Guarantors

All of the Company’s wholly-owned subsidiaries fully and unconditionally guarantee on an unsecured basis, on a joint and several basis, the Company’s 10.50% Senior Secured Notes due 2018. 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. Financial information of the Company’s wholly-owned subsidiary guarantors is as follows:

Condensed Consolidating Balance Sheets

(in thousands)

	May 31, 2013												August 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Assets
Current:
Cash and cash equivalents	$	110,751		$	13,341		$	—		$	124,092		$	122,219		$	15,321		$	—		$	137,540
Accounts receivable, net		63,930			39,951			—			103,881			79,870			40,729			—			120,599
Inventories, net		197,196			29,265			—			226,461			127,469			28,751			—			156,220
Prepaid expenses and other assets		39,849			5,213			—			45,062			16,311			3,502			—			19,813
Deferred income taxes		—			—			—			—			(114	)		1,162			—			1,048
Amounts due from affiliated companies		—			—			—			—			344			(255	)		—			89
Intercompany		136,814			6,924			(143,738	)		—			117,992			16,703			(134,695	)		—
Total current assets		548,540			94,694			(143,738	)		499,496			464,091			105,913			(134,695	)		435,309
Property, plant and equipment, net		175,304			94,040			—			269,344			176,282			77,105			—			253,387
Deferred financing costs, net		7,217			—			—			7,217			8,471			—			—			8,471
Goodwill and other non-amortizable assets		—			11,849			—			11,849			—			11,849			—			11,849
Amortizable intangible assets, net		—			1,084			—			1,084			—			1,164			—			1,164
Deferred turnaround costs & other assets		10,097			2,776			—			12,873			15,173			2,977			—			18,150
Investment in subsidiaries		15,302			—			(15,302	)		—			17,018			—			(17,018	)		—
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330
Liabilities and Stockholder’s Equity
Current:
Current installments of long-term debt	$	911		$	711		$	—		$	1,622		$	939		$	379		$	—		$	1,318
Accounts payable		38,199			21,222			—			59,421			22,528			19,675			—			42,203
Derivative liability		—			—			—			—			9,098			—			—			9,098
Accrued liabilities		19,375			5,341			—			24,716			11,147			5,769			—			16,916
Income taxes payable		12,150			(1,160	)		—			10,990			25,866			3,065			—			28,931
Sales, use and fuel taxes payable		16,657			4,309			—			20,966			17,622			4,270			—			21,892
Deferred income taxes		3,004			(1,161	)		—			1,843			—			—			—			—
Amounts due to affiliated companies		—			744			—			744			—			—			—			—
Intercompany		—			143,738			(143,738	)		—			—			134,695			(134,695	)		—
Total current liabilities		90,296			173,744			(143,738	)		120,302			87,200			167,853			(134,695	)		120,358
Long term debt: less current installments		356,414			2,779			—			359,193			356,448			2,230			—			358,678
Deferred income taxes		5,435			9,916			—			15,351			5,753			9,269			—			15,022
Deferred retirement benefits		86,739			2,702			—			89,441			90,358			2,638			—			92,996
Total liabilities		538,884			189,141			(143,738	)		584,287			539,759			181,990			(134,695	)		587,054
Commitment and contingencies Stockholder’s equity
Common stock, $.10 par value per share – shares authorized 100; issued and outstanding 100		—			18			(18	)		—			—			18			(18	)		—
Additional paid-in capital		24,825			10,651			(10,651	)		24,825			24,825			10,651			(10,651	)		24,825
Retained earnings		211,698			6,260			(6,260	)		211,698			135,988			8,123			(8,123	)		135,988
Accumulated other comprehensive loss		(18,947	)		(1,627	)		1,627			(18,947	)		(19,537	)		(1,774	)		1,774			(19,537	)
Total stockholder’s equity		217,576			15,302			(15,302	)		217,576			141,276			17,018			(17,018	)		141,276
	$	756,460		$	204,443		$	(159,040	)	$	801,863		$	681,035		$	199,008		$	(151,713	)	$	728,330

Condensed Consolidating Statements of Operations

(in thousands)

	Three Months Ended May 31, 2013												Three Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	676,765		$	437,885		$	(231,130	)	$	883,520		$	722,897		$	458,135		$	(245,234	)	$	935,798
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)		584,966			398,211			(231,130	)		752,047			590,847			417,197			(245,234	)		762,810
Losses on derivative contracts		—			—			—			—			1,957			—			—			1,957
Selling, general and administrative expenses		5,900			35,407			—			41,307			5,203			32,783			—			37,986
Depreciation and amortization expenses		4,813			1,665			—			6,478			4,590			1,542			—			6,132
		595,679			435,283			(231,130	)		799,832			602,597			451,522			(245,234	)		808,885
Operating income		81,086			2,602			—			83,688			120,300			6,613			—			126,913
Other income (expense):
Interest expense, net		(9,751	)		(127	)		—			(9,878	)		(10,145	)		(130	)		—			(10,275	)
Other, net		(895	)		157			—			(738	)		(1,234	)		181			—			(1,053	)
Equity in net income of subsidiaries		1,666			—			(1,666	)		—			3,985			—			(3,985	)		—
		(8,980	)		30			(1,666	)		(10,616	)		(7,394	)		51			(3,985	)		(11,328	)
Income before income tax expense		72,106			2,632			(1,666	)		73,072			112,906			6,664			(3,985	)		115,585
Income tax expense		27,547			966			—			28,513			44,805			2,679			—			47,484
Net income	$	44,559		$	1,666		$	(1,666	)	$	44,559		$	68,101		$	3,985		$	(3,985	)	$	68,101

	Nine Months Ended May 31, 2013												Nine Months Ended May 31, 2012
	United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries			United Refining Company			Guarantors			Eliminations			United Refining Company  & Subsidiaries
Net sales	$	2,113,470		$	1,272,938		$	(675,717	)	$	2,710,691		$	2,122,791		$	1,280,800		$	(674,918	)	$	2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses/(gains) on derivative contracts)		1,768,975			1,166,063			(675,717	)		2,259,321			1,880,948			1,172,032			(674,918	)		2,378,062
Losses/(gains) on derivative contracts		2,319			—			—			2,319			(37,495	)		—			—			(37,495	)
Selling, general and administrative expenses		18,384			104,433			—			122,817			17,294			99,279			—			116,573
Depreciation and amortization expenses		14,887			5,013			—			19,900			13,411			4,658			—			18,069
		1,804,565			1,275,509			(675,717	)		2,404,357			1,874,158			1,275,969			(674,918	)		2,475,209
Operating income (loss)		308,905			(2,571	)		—			306,334			248,633			4,831			—			253,464
Other income (expense):
Interest expense, net		(28,584	)		(374	)		—			(28,958	)		(30,427	)		(361	)		—			(30,788	)
Other, net		(2,805	)		479			—			(2,326	)		(2,963	)		630			—			(2,333	)
Equity in net loss of subsidiaries		(1,863	)		—			1,863			—			2,893			—			(2,893	)		—
		(33,252	)		105			1,863			(31,284	)		(30,497	)		269			(2,893	)		(33,121	)
Income (loss) before income tax expense (benefit)		275,653			(2,466	)		1,863			275,050			218,136			5,100			(2,893	)		220,343
Income tax expense (benefit)		107,885			(603	)		—			107,282			88,226			2,207			—			90,433
Net income (loss)	$	167,768		$	(1,863	)	$	1,863		$	167,768		$	129,910		$	2,893		$	(2,893	)	$	129,910

Condensed Consolidating Statements of Cash Flows

(in thousands)

	Nine Months Ended May 31, 2013											Nine Months Ended May 31, 2012
	Issuer			Guarantors			Eliminations		Consolidated			Issuer			Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	90,216		$	19,311		$	—	$	109,527		$	100,173		$	6,476		$	—	$	106,649
Cash flows from investing activities:
Additions to property, plant and equipment		(8,641	)		(20,825	)		—		(29,466	)		(8,106	)		(7,547	)		—		(15,653	)
Additions to amortizable intangible assets		—			—			—		—			—			(240	)		—		(240	)
Additions to deferred turnaround costs		(268	)		(48	)		—		(316	)		(1,325	)		(1,485	)		—		(2,810	)
Proceeds from asset dispositions		65			10			—		75			40			2,444			—		2,484
Net cash used in investing activities		(8,844	)		(20,863	)		—		(29,707	)		(9,391	)		(6,828	)		—		(16,219	)
Cash flows from financing activities:
Net reductions on revolving credit facility		—			—			—		—			(24,000	)		—			—		(24,000	)
Dividends to stockholder		(92,058	)		—			—		(92,058	)		(31,008	)		—			—		(31,008	)
Principal reductions of long-term debt		(782	)		(428	)		—		(1,210	)		(587	)		(267	)		—		(854	)
Net cash used in financing activities		(92,840	)		(428	)		—		(93,268	)		(55,595	)		(267	)		—		(55,862	)
Net (decrease) increase in cash and cash equivalents		(11,468	)		(1,980	)		—		(13,448	)		35,187			(619	)		—		34,568
Cash and cash equivalents, beginning of year		122,219			15,321			—		137,540			5,927			10,733			—		16,660
Cash and cash equivalents, end of period	$	110,751		$	13,341		$	—	$	124,092		$	41,114		$	10,114		$	—	$	51,228

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Derivative Financial Instruments

9 Months Ended

May 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

2. Derivative Financial Instruments

From time to time, the Company uses derivatives to reduce its exposure to fluctuations in crude oil purchase costs and refining margins. Derivative products, historically crude oil option contracts (puts) and crackspread option contracts have been used to hedge the volatility of these items. The Company does not enter such contracts for speculative purposes. The Company accounts for changes in the fair value of its contracts by marking them to market and recognizing any resulting gains or losses in its Statement of Operations. The Company includes the carrying amounts of the contracts in derivative asset or derivative liability in its Consolidated Balance Sheet.

At May 31, 2013, the Company had no derivative investments outstanding as part of its risk management strategy.

The fair value and balance sheet classification of our derivative instruments at May 31, 2013 and August 31, 2012 are as follows:

	May 31, 2013
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil crackspread swaps		0 barrels	Not applicable	$	0
Total derivative instruments		0 barrels		$	0
	August 31, 2012
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		780 barrels	Monthly September 2012 through December 2012	$	9,098
Total derivative instruments		780 barrels		$	9,098

During the three months ended May 31, 2013 and 2012, the Company recognized $0 and $1,957,000 of losses in its Consolidated Statements of Operations, respectively. For the nine months ended May 31, 2013 and 2012, the Company recognized $2,319,000 and $(37,495,000) of losses/(gains) in its Consolidated Statements of Operations, respectively.

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Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net sales	$ 883,520	$ 935,798	$ 2,710,691	$ 2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)	752,047	762,810	2,259,321	2,378,062
Losses on derivative contracts	0	1,957	2,319	(37,495)
Selling, general and administrative expenses	41,307	37,986	122,817	116,573
Depreciation and amortization expenses	6,478	6,132	19,900	18,069
Total expenses	799,832	808,885	2,404,357	2,475,209
Operating income	83,688	126,913	306,334	253,464
Other income (expense):
Interest expense, net	(9,878)	(10,275)	(28,958)	(30,788)
Other, net	(738)	(1,053)	(2,326)	(2,333)
Total other income (expense)	(10,616)	(11,328)	(31,284)	(33,121)
Income (loss) before income tax expense (benefit)	73,072	115,585	275,050	220,343
Income tax expense	28,513	47,484	107,282	90,433
Net income	44,559	68,101	167,768	129,910
United Refining Company [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	676,765	722,897	2,113,470	2,122,791
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)	584,966	590,847	1,768,975	1,880,948
Losses on derivative contracts		1,957	2,319	(37,495)
Selling, general and administrative expenses	5,900	5,203	18,384	17,294
Depreciation and amortization expenses	4,813	4,590	14,887	13,411
Total expenses	595,679	602,597	1,804,565	1,874,158
Operating income	81,086	120,300	308,905	248,633
Other income (expense):
Interest expense, net	(9,751)	(10,145)	(28,584)	(30,427)
Other, net	(895)	(1,234)	(2,805)	(2,963)
Equity in net income of subsidiaries	1,666	3,985	(1,863)	2,893
Total other income (expense)	(8,980)	(7,394)	(33,252)	(30,497)
Income (loss) before income tax expense (benefit)	72,106	112,906	275,653	218,136
Income tax expense	27,547	44,805	107,885	88,226
Net income	44,559	68,101	167,768	129,910
Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	437,885	458,135	1,272,938	1,280,800
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)	398,211	417,197	1,166,063	1,172,032
Selling, general and administrative expenses	35,407	32,783	104,433	99,279
Depreciation and amortization expenses	1,665	1,542	5,013	4,658
Total expenses	435,283	451,522	1,275,509	1,275,969
Operating income	2,602	6,613	(2,571)	4,831
Other income (expense):
Interest expense, net	(127)	(130)	(374)	(361)
Other, net	157	181	479	630
Total other income (expense)	30	51	105	269
Income (loss) before income tax expense (benefit)	2,632	6,664	(2,466)	5,100
Income tax expense	966	2,679	(603)	2,207
Net income	1,666	3,985	(1,863)	2,893
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	(231,130)	(245,234)	(675,717)	(674,918)
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)	(231,130)	(245,234)	(675,717)	(674,918)
Total expenses	(231,130)	(245,234)	(675,717)	(674,918)
Other income (expense):
Equity in net income of subsidiaries	(1,666)	(3,985)	1,863	(2,893)
Total other income (expense)	(1,666)	(3,985)	1,863	(2,893)
Income (loss) before income tax expense (benefit)	(1,666)	(3,985)	1,863	(2,893)
Net income	(1,666)	(3,985)	1,863	(2,893)
United Refining Company & Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net sales	883,520	935,798	2,710,691	2,728,673
Costs and expenses:
Costs of goods sold (exclusive of depreciation, amortization and losses on derivative contracts)	752,047	762,810	2,259,321	2,378,062
Losses on derivative contracts		1,957	2,319	(37,495)
Selling, general and administrative expenses	41,307	37,986	122,817	116,573
Depreciation and amortization expenses	6,478	6,132	19,900	18,069
Total expenses	799,832	808,885	2,404,357	2,475,209
Operating income	83,688	126,913	306,334	253,464
Other income (expense):
Interest expense, net	(9,878)	(10,275)	(28,958)	(30,788)
Other, net	(738)	(1,053)	(2,326)	(2,333)
Total other income (expense)	(10,616)	(11,328)	(31,284)	(33,121)
Income (loss) before income tax expense (benefit)	73,072	115,585	275,050	220,343
Income tax expense	28,513	47,484	107,282	90,433
Net income	$ 44,559	$ 68,101	$ 167,768	$ 129,910

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Employee Benefit Plans - Additional Information (Detail) (USD $)	3 Months Ended	9 Months Ended		3 Months Ended
	May 31, 2013	May 31, 2013	May 31, 2012	Nov. 30, 2011 Pension Benefits [Member]	Nov. 30, 2011 Other Post-Retirement Benefits [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined pension plan contribution	$ 4,248,000
Pension liability		(2,555,000)	(2,920,000)	4,743,000	12,161,000
Accumulated other comprehensive loss				4,552,000	12,298,000
Liability credited to income				$ 191,000	$ 137,000

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Consolidated Balance Sheets (Parenthetical) (USD $)	May 31, 2013	Aug. 31, 2012
Statement Of Financial Position [Abstract]
Common stock, par value per share	$ 0.10	$ 0.10
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

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Fair Value Measurements

9 Months Ended

May 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. Fair Value Measurements

The carrying values of all financial instruments classified as a current asset or a 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 fair value exceeded the carrying value of the long term debt at May 31, 2013 and August 31, 2012 by $48,302,000 and $20,804,000, respectively.

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 44,559	$ 68,101	$ 167,768	$ 129,910
Other comprehensive income (loss), net of taxes:
Unrecognized post retirement income (loss), net of taxes of $136 and $(5) for the three months ended May 31, 2013 and 2012, respectively, and $410 and $6,938 for the nine months ended May 31, 2013 and 2012, respectively	197	(9)	590	9,982
Other comprehensive income (loss)	197	(9)	590	9,982
Total comprehensive income	$ 44,756	$ 68,092	$ 168,358	$ 139,892

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	May 31, 2013	Aug. 31, 2012
Current:
Cash and cash equivalents	$ 124,092	$ 137,540
Accounts receivable, net	103,881	120,599
Inventories, net	226,461	156,220
Prepaid expenses and other assets	45,062	19,813
Deferred income taxes		1,048
Amounts due from affiliated companies, net		89
Total current assets	499,496	435,309
Property, plant and equipment, net	269,344	253,387
Deferred financing costs, net	7,217	8,471
Goodwill	1,349	1,349
Tradename	10,500	10,500
Amortizable intangible assets, net	1,084	1,164
Deferred turnaround costs and other assets, net	12,873	18,150
Total assets	801,863	728,330
Current:
Current installments of long-term debt	1,622	1,318
Accounts payable	59,421	42,203
Derivative liability	0	9,098
Accrued liabilities	24,716	16,916
Income taxes payable	10,990	28,931
Sales, use and fuel taxes payable	20,966	21,892
Deferred income taxes	1,843
Amounts due to affiliated companies, net	744
Total current liabilities	120,302	120,358
Long term debt: less current installments	359,193	358,678
Deferred income taxes	15,351	15,022
Deferred retirement benefits	89,441	92,996
Total liabilities	584,287	587,054
Commitments and contingencies
Stockholder's equity:
Common stock; $.10 par value per share - shares authorized 100; issued and outstanding 100
Additional paid-in capital	24,825	24,825
Retained earnings	211,698	135,988
Accumulated other comprehensive loss	(18,947)	(19,537)
Total stockholder's equity	217,576	141,276
Total liabilities and stockholder's equity	$ 801,863	$ 728,330

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Subsidiary Guarantors - Schedule of Condensed Consolidating Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2013	May 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	$ 109,527	$ 106,649
Cash flows from investing activities:
Additions to property, plant and equipment	(29,466)	(15,653)
Additions to amortizable intangible assets		(240)
Additions to deferred turnaround costs	(316)	(2,810)
Proceeds from asset dispositions	75	2,484
Net cash used in investing activities	(29,707)	(16,219)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000)
Dividends to stockholder	(92,058)	(31,008)
Principal reductions of long-term debt	(1,210)	(854)
Net cash used in financing activities	(93,268)	(55,862)
Net (decrease) increase in cash and cash equivalents	(13,448)	34,568
Cash and cash equivalents, beginning of year	137,540	16,660
Cash and cash equivalents, end of period	124,092	51,228
Issuer [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	90,216	100,173
Cash flows from investing activities:
Additions to property, plant and equipment	(8,641)	(8,106)
Additions to deferred turnaround costs	(268)	(1,325)
Proceeds from asset dispositions	65	40
Net cash used in investing activities	(8,844)	(9,391)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000)
Dividends to stockholder	(92,058)	(31,008)
Principal reductions of long-term debt	(782)	(587)
Net cash used in financing activities	(92,840)	(55,595)
Net (decrease) increase in cash and cash equivalents	(11,468)	35,187
Cash and cash equivalents, beginning of year	122,219	5,927
Cash and cash equivalents, end of period	110,751	41,114
Guarantors [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities	19,311	6,476
Cash flows from investing activities:
Additions to property, plant and equipment	(20,825)	(7,547)
Additions to amortizable intangible assets		(240)
Additions to deferred turnaround costs	(48)	(1,485)
Proceeds from asset dispositions	10	2,444
Net cash used in investing activities	(20,863)	(6,828)
Cash flows from financing activities:
Principal reductions of long-term debt	(428)	(267)
Net cash used in financing activities	(428)	(267)
Net (decrease) increase in cash and cash equivalents	(1,980)	(619)
Cash and cash equivalents, beginning of year	15,321	10,733
Cash and cash equivalents, end of period	13,341	10,114
Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net cash provided by operating activities
Cash flows from investing activities:
Additions to property, plant and equipment
Additions to amortizable intangible assets
Additions to deferred turnaround costs
Proceeds from asset dispositions
Net cash used in investing activities
Cash flows from financing activities:
Net reductions on revolving credit facility
Dividends to stockholder
Principal reductions of long-term debt
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of period

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Inventories - Schedule of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Aug. 31, 2012
Inventory Disclosure [Abstract]
Crude Oil	$ 48,177	$ 40,419
Petroleum Products	128,110	66,296
Total @ LIFO	176,287	106,715
Merchandise	24,122	23,707
Supplies	26,052	25,798
Total @ FIFO	50,174	49,505
Total Inventory	$ 226,461	$ 156,220

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Employee Benefit Plans

9 Months Ended

May 31, 2013

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

6. Employee Benefit Plans

For the periods ended May 31, 2013 and 2012, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits
	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	163		$	215		$	491		$	978
Interest cost on benefit obligation		1,280			914			3,845			4,904
Expected return on plan assets		(1,463	)		(860	)		(4,395	)		(4,582	)
Amortization and deferral of net loss		335			124			1,005			549
Net periodic benefit cost	$	315		$	393		$	946		$	1,849

	Other Post-Retirement Benefits
	Three Months Ended May 31,					Nine Months Ended May 31,
	2013		2012			2013		2012
	(in thousands)
Service cost	$	235	$	249		$	708	$	866
Interest cost on benefit obligation		471		543			1,418		1,886
Amortization and deferral of net loss		31		(149	)		93		(515	)
Net periodic benefit cost	$	737	$	643		$	2,219	$	2,237

As of May 31, 2013, $4,248,000 of contributions has been made to the Company pension plans for the fiscal year ending August 31, 2013.

In November 2011, the Company reached an agreement with the International Union of Operating Engineers Local 95, which represents the employees operating the refinery. The new agreement was effective February 1, 2012 and expires on February 1, 2017. Under the new collective bargaining agreement (Agreement), changes were made to healthcare and pension benefits provided by the Company. Effective February 1, 2012, medical benefits in retirement for new hires and active employees covered under the Agreement were eliminated. For employees covered under the Agreement 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 February 1, 2012, benefits under the Company’s defined benefit pension plan sponsored for employees covered under the agreement were frozen. The Company will provide an enhanced contribution under its defined contribution 401 (k) plan as well as a transition contribution for older employees. Additionally, deductibles and co-payments will be added to the medical benefits for employees covered under the Agreement.

As a result of the agreement and related plan design changes, a remeasurement of fiscal year 2012 expense pursuant to ASC 715-30 and ASC 715-60 was required, resulting in plan curtailments. As a result of such curtailments during the quarter ended November 30, 2011, the pension liability was reduced by $4,743,000 with a credit to accumulated other comprehensive loss (AOCL) of $4,552,000 and a credit to income of $191,000. Further, the postretirement welfare plan liability was reduced by $12,161,000 and AOCL credited for $12,298,000, with a charge to income of $137,000. The activity in AOCL was recorded net of related income tax effects.

The Company accrues post-retirement benefits other than pensions, during the years that the employees render the necessary service, of the expected cost of providing those benefits to an employee and the employee’s beneficiaries and covered dependents.

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Segments of Business - Summarized Financial Information of Company's Reportable Segments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012	Aug. 31, 2012
Net Sales
Sales, Net	$ 883,520	$ 935,798	$ 2,710,691	$ 2,728,673
Operating Income (Loss)
Operating Income (Loss)	83,688	126,913	306,334	253,464
Depreciation and Amortization
Depreciation and Amortization	6,478	6,132	19,900	18,069
Capital Expenditures (including non-cash)
Capital Expenditures	15,899	6,323	31,159	17,028
Total Assets
Assets, Total	801,863		801,863		728,330
Operating Segments [Member] | Retail [Member]
Net Sales
Sales, Net	436,697	457,005	1,269,271	1,277,162
Operating Income (Loss)
Operating Income (Loss)	2,678	6,514	(1,985)	4,698
Depreciation and Amortization
Depreciation and Amortization	1,453	1,385	4,378	4,183
Capital Expenditures (including non-cash)
Capital Expenditures	1,789	3,273	10,538	6,773
Total Assets
Assets, Total	175,632		175,632		169,935
Operating Segments [Member] | Wholesale [Member]
Net Sales
Sales, Net	446,823	478,793	1,441,420	1,451,511
Intersegment Sales
Intersegment Sales	229,942	244,104	672,050	671,280
Operating Income (Loss)
Operating Income (Loss)	81,010	120,399	308,319	248,766
Depreciation and Amortization
Depreciation and Amortization	5,025	4,747	15,522	13,886
Capital Expenditures (including non-cash)
Capital Expenditures	14,110	3,050	20,621	10,255
Total Assets
Assets, Total	$ 626,231		$ 626,231		$ 558,395

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Inventories (Tables)

9 Months Ended

May 31, 2013

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following:

	May 31, 2013		August 31, 2012
	(in thousands)
Crude Oil	$	48,177	$	40,419
Petroleum Products		128,110		66,296
Total @ LIFO		176,287		106,715
Merchandise		24,122		23,707
Supplies		26,052		25,798
Total @ FIFO		50,174		49,505
Total Inventory	$	226,461	$	156,220

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Segments of Business

9 Months Ended

May 31, 2013

Segment Reporting [Abstract]

Segments of Business

5. 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 May 31,				Nine Months Ended May 31,
	2013		2012		2013			2012
Net Sales
Retail	$	436,697	$	457,005	$	1,269,271		$	1,277,162
Wholesale		446,823		478,793		1,441,420			1,451,511
	$	883,520	$	935,798	$	2,710,691		$	2,728,673
Intersegment Sales
Wholesale	$	229,942	$	244,104	$	672,050		$	671,280
Operating Income (Loss)
Retail	$	2,678	$	6,514	$	(1,985	)	$	4,698
Wholesale		81,010		120,399		308,319			248,766
	$	83,688	$	126,913	$	306,334		$	253,464
Depreciation and Amortization
Retail	$	1,453	$	1,385	$	4,378		$	4,183
Wholesale		5,025		4,747		15,522			13,886
	$	6,478	$	6,132	$	19,900		$	18,069
Capital Expenditures (including non-cash)
Retail	$	1,789	$	3,273	$	10,538		$	6,773
Wholesale		14,110		3,050		20,621			10,255
	$	15,899	$	6,323	$	31,159		$	17,028

	May 31, 2013		August 31, 2012
Total Assets
Retail	$	175,632	$	169,935
Wholesale		626,231		558,395
	$	801,863	$	728,330

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	May 31, 2013	May 31, 2012
Cash flows from operating activities:
Net income	$ 167,768	$ 129,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	21,490	20,720
Unrealized gain on derivative contracts		(49,941)
Deferred income taxes	2,810	29,108
Loss (gain) on asset dispositions	530	(1,517)
Cash used in working capital items	(80,886)	(15,454)
Change in operating assets and liabilities:
Other assets, net	370	(3,257)
Deferred retirement benefits	(2,555)	(2,920)
Total adjustments	(58,241)	(23,261)
Net cash provided by operating activities	109,527	106,649
Cash flows from investing activities:
Additions to property, plant and equipment	(29,466)	(15,653)
Additions to amortizable intangible assets		(240)
Additions to deferred turnaround costs	(316)	(2,810)
Proceeds from asset dispositions	75	2,484
Net cash used in investing activities	(29,707)	(16,219)
Cash flows from financing activities:
Net reductions on revolving credit facility		(24,000)
Dividends to stockholder	(92,058)	(31,008)
Principal reductions of long term debt	(1,210)	(854)
Net cash used in financing activities	(93,268)	(55,862)
Net (decrease) increase in cash and cash equivalents	(13,448)	34,568
Cash and cash equivalents, beginning of year	137,540	16,660
Cash and cash equivalents, end of period	124,092	51,228
Cash provided by (used in) working capital items:
Accounts receivable, net	16,718	(10,897)
Derivative asset/liability	(9,098)	(3,962)
Inventories, net	(70,241)	1,799
Prepaid expenses and other assets	(25,249)	(4,497)
Amounts due from affiliated companies, net	833	4,577
Accounts payable	17,218	(38,258)
Accrued liabilities	7,800	6,899
Income taxes payable	(17,941)	23,663
Sales, use, and fuel taxes payable	(926)	5,222
Total change	(80,886)	(15,454)
Cash paid during the period for:
Interest	19,368	20,088
Income taxes	122,774	38,034
Non-cash investing activities:
Property additions & capital leases	$ 1,693	$ 1,375

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Fair Value Measurements - Additional Information (Detail) (USD $)	May 31, 2013	Aug. 31, 2012
Fair Value Disclosures [Abstract]
Fair value of long term debt	$ 48,302,000	$ 20,804,000

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Employee Benefit Plans (Tables)

9 Months Ended

May 31, 2013

Compensation And Retirement Disclosure [Abstract]

Components of Net Pension and Other Postretirement Benefit Costs

For the periods ended May 31, 2013 and 2012, net pension and other postretirement benefit costs were comprised of the following:

	Pension Benefits
	Three Months Ended May 31,						Nine Months Ended May 31,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	163		$	215		$	491		$	978
Interest cost on benefit obligation		1,280			914			3,845			4,904
Expected return on plan assets		(1,463	)		(860	)		(4,395	)		(4,582	)
Amortization and deferral of net loss		335			124			1,005			549
Net periodic benefit cost	$	315		$	393		$	946		$	1,849

	Other Post-Retirement Benefits
	Three Months Ended May 31,					Nine Months Ended May 31,
	2013		2012			2013		2012
	(in thousands)
Service cost	$	235	$	249		$	708	$	866
Interest cost on benefit obligation		471		543			1,418		1,886
Amortization and deferral of net loss		31		(149	)		93		(515	)
Net periodic benefit cost	$	737	$	643		$	2,219	$	2,237

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Derivative Financial Instruments (Tables)

9 Months Ended

May 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Fair Value and Balance Sheet Classification of Derivative Instruments

The fair value and balance sheet classification of our derivative instruments at May 31, 2013 and August 31, 2012 are as follows:

	May 31, 2013
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil crackspread swaps		0 barrels	Not applicable	$	0
Total derivative instruments		0 barrels		$	0
	August 31, 2012
	Notional Balance		Maturity Date	Derivative Liability
	(in thousands)
Not designated as hedges under ASC 815
Heating oil and gasoline crackspread swaps		780 barrels	Monthly September 2012 through December 2012	$	9,098
Total derivative instruments		780 barrels		$	9,098

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Derivative Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Derivative Instruments And Hedging Activities Disclosure [Abstract]
(Gains) / losses on derivative contracts	$ 0	$ 1,957	$ 2,319	$ (37,495)

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Description of Business and Basis of Presentation - Additional Information (Detail)	9 Months Ended
	May 31, 2013 Segment
Accounting Policies [Abstract]
Number of business segments	2

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Document and Entity Information	9 Months Ended
	May 31, 2013	Jul. 15, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	UNRF
Entity Registrant Name	UNITED REFINING CO
Entity Central Index Key	0000101462
Current Fiscal Year End Date	--08-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100

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Derivative Financial Instruments - Fair Value and Balance Sheet Classification of Derivative Instruments (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	May 31, 2013 Boe	Aug. 31, 2012 Boe
Derivative Instruments And Hedging Activities [Line Items]
Total derivative instruments, Notional Balance	0	780,000
Total derivative instruments, Derivative Liability	$ 0	$ 9,098
Not designated as hedges under ASC 815 [Member]
Derivative Instruments And Hedging Activities [Line Items]
Total derivative instruments, Notional Balance	0	780,000
Not designated as hedges under ASC 815 [Member] | Heating oil and gasoline crackspread swaps [Member]
Derivative Instruments And Hedging Activities [Line Items]
Derivative instruments, Maturity Date	Not applicable	Monthly September 2012 through December 2012
Total derivative instruments, Derivative Liability	$ 0	$ 9,098