8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 20, 2005

United Refining Company

(Exact name of registrant as specified in its charter)

Pennsylvania	333-35083	25-1411751
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Bradley Street Warren, Pennsylvania	16365
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (814) 726-4674

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 18, 2005, subsequent to the close of the fiscal quarter ended February 28, 2005, United Refining Company (the “Company”) was advised by BDO Seidman, LLP (“BDO”) (the independent registered public accounting firm for the Company) to review its application of generally accepted accounting principles with respect to inventory valuation for interim financial statements and therefore needed to restate its financial statements for the three months ended November 30, 2004 and 2003, the three and six months ended February 29, 2004, the three and nine months ended May 31, 2004 and the three months ended August 31, 2004 in order to record all refined product inventories using the first-in first-out (FIFO) cost, reduced by the LIFO reserve. The Company’s management believes the actions taken in the second quarter of fiscal 2005 have effectively addressed the issue identified by BDO.

The resulting restatements have no impact on cash flows. The restatements also affect only the interim quarterly financial statements and do not affect the Company’s year ended August 31, 2004 audited financial statements.

A summary of the periods affected is presented below:

	Three Months Ended February 29, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	326,965		$	—		$	326,965
Costs of goods sold		290,088			1,343			291,431
Gross profit		36,877			(1,343	)		35,534
Operating expenses		30,634			—			30,634
Operating income		6,243			(1,343	)		4,900
Other expenses		(5,364	)		—			(5,364	)
Income (loss) before income tax expense (benefit)		879			(1,343	)		(464	)
Income tax expense (benefit)		352			(541	)		(189	)
Net income (loss)	$	527		$	(802	)	$	(275	)

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	Six Months Ended February 29, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	657,780		$	—		$	657,780
Costs of goods sold		577,092			2,556			579,648
Gross profit		80,688			(2,556	)		78,132
Operating expenses		61,341			—			61,341
Operating income		19,347			(2,556	)		16,791
Other expenses		(11,000	)		—			(11,000	)
Income before income tax expense		8,347			(2,556	)		5,791
Income tax expense		3,363			(1,030	)		2,333
Net income	$	4,984		$	(1,526	)	$	3,458

	Three Months Ended November 30, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	426,053		$	—		$	426,053
Costs of goods sold		381,495			(3,050	)		378,445
Gross profit		44,558			3,050			47,608
Operating expenses		31,481			—			31,481
Operating income		13,077			3,050			16,127
Other expenses		(6,030	)		—			(6,030	)
Income before income tax expense		7,047			3,050			10,097
Income tax expense		2,815			1,219			4,034
Net income	$	4,232		$	1,831		$	6,063

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	Three Months Ended November 30, 2003
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	330,815		$	—		$	330,815
Costs of goods sold		287,004			1,213			288,217
Gross profit		43,811			(1,213	)		42,598
Operating expenses		30,707			—			30,707
Operating income		13,104			(1,213	)		11,891
Other expenses		(5,636	)		—			(5,636	)
Income before income tax expense		7,468			(1,213	)		6,255
Income tax expense		3,011			(489	)		2,522
Net income	$	4,457		$	(724	)	$	3,733

	Three Months Ended May 31, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	374,320		$	—		$	374,320
Cost of Goods Sold		325,894			4,128			330,022
Gross profit		48,426			(4,128	)		44,298
Operating expenses		30,751			—			30,751
Operating income		17,675			(4,128	)		13,547
Other expenses		(5,694	)		—			(5,694	)
Income before income tax expense		11,981			(4,128	)		7,853
Income tax expense		4,823			(1,662	)		3,161
Net income	$	7,158		$	(2,466	)	$	4,692

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	Nine Months Ended May 31, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	1,032,100		$	—		$	1,032,100
Costs of goods sold		902,986			6,684			909,670
Gross profit		129,114			(6,684	)		122,430
Operating expenses		92,092			—			92,092
Operating income		37,022			(6,684	)		30,338
Other expenses		(16,694	)		—			(16,694	)
Income income tax expense		20,328			(6,684	)		13,644
Income tax expense		8,186			(2,692	)		5,494
Net income	$	12,142		$	(3,992	)	$	8,150

	Three Months Ended August 31, 2004
	As Previously Reported			Restatement Adjustments			As Restated
Net sales	$	456,837		$	—		$	456,837
Costs of goods sold		413,173			(6,684	)		406,489
Gross profit		43,664			6,684			50,348
Operating expenses		32,169			—			32,169
Operating income		11,495			6,684			18,179
Other expenses		(13,028	)		—			(13,028	)
Income before income tax expense		(1,533	)		6,684			5,151
Income tax expense		(786	)		2,692			1,906
Net income	$	(747	)	$	3,992		$	3,245

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For additional information reference is made to Exhibit 99.1 to this current report on Form 8-K which is incorporated herein by reference.

Management of the Company has determined that such inventory valuation issue necessitates restatement of the Company’s Form 10-Q for the fiscal quarter ended November 30, 2004, and therefore has concluded that the previously issued financial statements in the Form 10-Q for the fiscal quarter ended November 30, 2004 should no longer be relied upon for the above-described reasons.

The Company has received from its independent registered public accounting firm, a letter addressed to the Commission stating that they agree with the statements made in the response to this Item 4.02, which can be found in Exhibit 99.4

The restated consolidated financial statements for the fiscal quarter ended November 30, 2004 and 2003 will be filed in an amended Form 10-Q as soon as practicable.

Item 8.01. Other Events

On April 20, 2005, United Refining Company (the “Company”) issued a press release announcing second fiscal quarter 2005 operating results. On April 21, 2005 the Company issued a press release providing additional information on the second fiscal quarter 2005 operating results. The foregoing is qualified by reference to such press releases which are filed as Exhibit 99.1 and 99.3 to this current report on Form 8-K and are incorporated by reference.

On April 20, 2005, United Refining Company (the “Company”) issued a press release announcing an increase in its bank credit facility from $75 million to $100 million pursuant to Amendment No. 6 dated April 19, 2005 to its Credit Agreement. The foregoing is qualified by reference to such Amendment which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference and to the press release which is filed as Exhibit 99.2 to this current report on Form 8-K and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.

10.1 Amendment No. 6 to Credit Agreement dated April 19, 2005 by and among United Refining Company (“URC”), United Refining Company of Pennsylvania (“URCP”), Kiantone Pipeline Corporation (“KPC”), Country Fair Inc. (“CFI”), Kwik-Fill Corporation (“K-FC”), and the banks party thereto and PNC Bank, National Association, as Agent.

99.1 Press Release of the Company dated April 20, 2005, with respect to the second fiscal quarter 2005 operating results.

99.2 Press Release of the Company dated April 20, 2005, with respect to the increase in the bank credit facility to $100 million.

99.3 Press Release of the Company dated April 21, 2005, with respect to additional information on Second Fiscal quarter 2005 operating results.

99.4 Letter from the independent registered public accounting firm addressed to the Commission stating that they agree with the statements made in response to Item 4.02.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s plans, objectives, expectations and intentions and other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).

# # #

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SIGNATURES

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

April 22, 2005	UNITED REFINING COMPANY
	By:	/s/ James E. Murphy
	Name:	James E. Murphy
	Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 6 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (“Amendment No. 6”) is dated as of April 19, 2005 and is made by and among UNITED REFINING COMPANY, a Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining of PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”), KWIK-FILL CORPORATION (“Guarantor”), the Banks party to the Credit Agreement (defined below) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Agent (“Agent”).

WITNESSETH:

WHEREAS, United Refining, United Refining of PA, Kiantone and Country Fair as Borrowers (collectively, the “Borrowers”), Guarantor, PNC and the Banks (as defined in the Credit Agreement, the “Banks”) are party to that certain Amended and Restated Credit Agreement dated as of July 12, 2002, as amended by that Amendment No. 1 to Credit Agreement dated as of November 27, 2002, as amended by that Limited Waiver and Amendment No. 2 dated as of February 19, 2003, as amended by that Limited Waiver and Amendment No. 3 dated as of March 24, 2003, as amended by that Amendment No. 4 dated as of January 27, 2004, and as amended by that Amendment No. 5 dated as of August 6, 2004 (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, Borrowers desire to increase the aggregate amount of Commitments under the Credit Agreement by up to $25,000,000 and to make other corresponding amendments to the Credit Agreement;

WHEREAS, Borrowers have requested that the Banks amend the definition of Borrowing Base to increase the inventory sublimit;

WHEREAS, the Banks are willing to amend the Credit Agreement to provide for such increase in Commitments and increase in the inventory sublimit in the Borrowing Base, all subject to the terms and conditions hereof;

WHEREAS, the Loan Parties and the Banks desire to amend the Credit Agreement to make certain other modifications as more fully set forth herein.

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.

A. Amendment of Existing Definitions. The following definitions in Section 1.1 of the Credit Agreement are hereby amended and restated as follows:

“Borrowing Base shall mean:

(1) at any time prior to the Retail Assets Perfection Period or after the Retail Assets Perfection Period has terminated, the sum of

(i) one hundred percent (100%) of cash held in the Cash Collateral Account, plus

(ii) eighty-five percent (85%) of (A) Qualified Accounts (excluding any Accounts arising from retail stores) and (B) Qualified Accounts consisting of Accounts arising from retail stores), plus

(iii) the lesser of the amount in (A) or the amount in (B) below:

(A) the sum of:

(x) seventy percent (70%) of Qualified Inventory (excluding any Inventory at retail stores (which is not Retail Store Inventory) and excluding Retail Store Inventory and excluding Qualified Enbridge Pipeline Inventory), plus

(y) sixty percent (60%) of Qualified Enbridge Pipeline Inventory, OR

(B) $70,000,000.

(2) at any time during the Retail Assets Perfection Period, the sum of

(i) one hundred percent (100%) of cash held in the Cash Collateral Account, plus

(ii) eighty-five percent (85%) of (A) Qualified Accounts (excluding any Account arising from retail stores) and (B) Qualified Accounts consisting of Accounts arising from retail stores (collectively, the “Accounts Portion”), plus

(iii) the lesser of the amount in (A) or the amount in (B) below:

(A) the sum of:

(x) seventy percent (70%) of Qualified Inventory (excluding Retail Store Inventory and excluding Qualified Enbridge Pipeline Inventory), plus

(y) sixty percent (60%) of Qualified Enbridge Pipeline Inventory, plus

(z) the lesser of (1) eighty-five percent (85%) of the Appraised Value of Qualified Inventory which is Retail Store Inventory, or (2) seventy percent (70%) of the cost of such Retail Store Inventory, OR

(B) $70,000,000.”

B. New Definitions. The following new definition is hereby inserted into Section 1.1 in alphabetical order as follows:

“Amendment No. 6 Effective Date shall mean the date on which all of the conditions precedent to the effectiveness of Amendment No. 6 have been satisfied.”

Amendment to Credit Agreement - Increase in Revolving Credit Commitments.

The Borrowers and the Banks hereby agree that on the Amendment No. 6 Effective Date, the Revolving Credit Commitments under the Credit Agreement shall be increased in the aggregate amount of $25,000,000 (the “Commitments Increase”) so that the total amount of the Revolving Credit Commitments after giving effect to such increase shall not exceed $100,000,000, subject to the following terms and conditions:

(a) Reallocation of Loans.

In connection with the increase in Commitments, evidenced by the revised Schedule 1.1(B), the Agent shall reallocate the outstanding Loans among the Banks, subject to the Borrowers’ obligation under Section 4.6.2 [Indemnity] of the Credit Agreement on the Amendment No. 6 Effective Date. The Banks shall (i) participate in new Loans, and (ii) participate in all outstanding and new Letters of Credit and make Participation Advances for Letters of Credit, on and after the Amendment No. 6 Effective Date ratably according to their Revolving Credit Commitments as modified on such date.

(b) Commitment Fees.

It is acknowledged that the amount of the Commitment Fees shall be computed on the amount of the Revolving Credit Commitments as increased pursuant to this Section 2.

Amendment to Commitments of Banks Schedule.

Schedule 1.1(B) of the Credit Agreement [Commitments of Banks and Addresses for Notices] is hereby amended and restated in its entirety as set forth on the schedule titled as Schedule 1.1(B) attached hereto.

Amendment to Revolving Credit Notes.

Each Bank’s Revolving Credit Note is hereby amended and restated in its entirety to reflect the amount of such Banks Commitment as increased hereby as such Revolving Credit Notes are set forth on the attachment hereto and the Borrowers shall execute and deliver to each Bank a new Revolving Credit Note in favor of each Bank reflecting such Bank’s increased Commitment prior to the Amendment No. 6 Effective Date.

Amendment of Section 4.5 of the Credit Agreement.

Section 4.5 of the Credit Agreement is amended and restated in its entirety to read as follows:

“4.5 Reduction of Commitment.

The Borrowers shall have the right at any time after the ninetieth (90th) day following the Amendment No. 6 Effective Date and from time to time thereafter upon fifteen (15) days’ irrevocable prior written notice to Agent to permanently and ratably reduce, in whole multiples of $5,000,000 of principal up to a maximum aggregate reduction of $25,000,000, the Commitments without penalty or premium, except as hereinafter set forth, provided that any such reduction shall be accompanied by prepayment of the Revolving Credit Notes (together with cash collateralization, if necessary, of the Letters of Credit), together with the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 4.6 [Additional Compensation in Certain Circumstances]), to the extent that the aggregate amount thereof then outstanding exceeds the Commitments as so reduced. From the effective date of any such reduction or termination, the obligations of Borrowers to pay the Commitment Fee shall correspondingly be reduced.”

Amendment of Section 4.6.2 [Indemnity] of the Credit Agreement.

Subsection (ii) of Section 4.6.2 [Indemnity] of the Credit Agreement is hereby amended and restated as follows:

“(ii) attempt by any Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Loan Requests under Section 2.4 [Revolving Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.4 [Voluntary Prepayments] or notice relating to Commitment reductions under Section 4.5 [Reduction of Commitment], or”

Amendment of Borrowing Base Certificate. Exhibit 7.3.4 to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit 7.3.4 hereto.

Representations and Warranties; No Defaults; No Material Adverse Change.

The Loan Parties hereby represent and warrant that the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement are true and accurate on the Amendment No. 6 Effective Date 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 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 has occurred and be continuing or exists.

Conditions to Effectiveness.

This Amendment No. 6 shall be effective on the date on which each of the following conditions have been satisfied:

(i) Organization, Authorization and Incumbency. There shall have been delivered to the Agent for the benefit of each Bank a certificate dated as of the date hereof and signed by the Secretary or an Assistant Secretary of each of the Loan Parties certifying as appropriate to: (a) all corporate action taken by each Loan Party in connection with this Amendment No. 6 together with a copy of the resolutions of each Loan Party evidencing same; (b) the names of the officer or officers authorized to sign this Amendment No. 6 and the true signatures of such officer or officers and specifying the officers authorized to act on behalf of each Loan Party for purposes of this Amendment No. 6 and the true signatures of such officers, on which the Agent and each Bank may conclusively rely; and (c) a certificate from the Secretary or Assistant Secretary stating that each Loan Party’s organizational documents, including its certificate or articles of incorporation and bylaws have not changed since the Closing Date and are in effect on the date hereof as on the Closing Date together with certificates of the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business;

(ii) Execution and Delivery. This Amendment No. 6 shall have been executed by each of the Banks, the Agent the Borrowers and the Guarantor and delivered to the Agent;

(iii) Opinion of Counsel. There shall be delivered to the Agent for the benefit of each Bank a written opinion dated the Amendment No. 6 Effective Date of general counsel to the Borrowers in form and substance satisfactory to the Agent;

(iv) Litigation. On the date hereof and on Amendment No. 6 Effective Date no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, the Credit Agreement, the Loan Documents, the Indenture, the Senior Unsecured Notes or the consummation of the transactions contemplated by any of the foregoing, or which, in Agent’s reasonable discretion, could result in a Material Adverse Change;

(v) Consents. To the extent any consent, approval, order, or authorization or registration, declaration, or filing with any governmental authority or other person or legal entity is required in connection with the valid execution and delivery of this Amendment No. 6 or the carrying out or performance of any of the transactions contemplated thereby, all such consents, approvals, orders or authorizations shall have been obtained or all such registrations, declarations, or filings shall have been accomplished prior to the consummation of this Amendment No. 6;

(vi) Notes. The Borrowers shall have executed and delivered to each of the Banks a Revolving Credit Note, reflecting the amount of each Bank’s Revolving Credit Commitment; and

(vii) Fees and Expenses. The Borrowers shall have paid or cause to be paid (i) all fees and expenses required to be paid on or before the amendment No. 6 Effective Date pursuant to the Agent’s Letter among the Borrowers and the Agent and (ii) all other costs and expenses accrued through the Amendment No. 6 Effective Date including, without limitation, reasonable fees of Agent’s Counsel in connection with this Amendment No. 6.

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, (i) continue in full force and effect, and (ii) relate to the obligations of each Loan Party under the Credit Agreement and the other Loan Documents. Each Loan Party further (a) acknowledges that the Obligations of the Loan Parties under the Credit Agreement are Guarantied Obligations under the Guaranty, Debt under the Security Agreement, Senior Debt under the Intercompany Subordination Agreement, and (b) 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 Credit Agreement as if the same were made, or granted on the date hereof; and, each Loan Party hereby agrees that from the date hereof and so long as any Loan or any Commitment of any Bank shall remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all Letters of Credit, and the performance of all other obligations of Loan Parties under the Loan Documents, such Loan Party shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty, Intercompany Subordination Agreement, Security Agreement, and each of the other Loan Documents jointly and severally with the other parties thereto. Each Loan Party hereby makes, affirms, and ratifies in favor of the Banks and the Agent the Credit Agreement, Guaranty, Intercompany Subordination Agreement, the Security Agreement, and each of the other Loan Documents to which it is a party given by it to Agent and any of the Banks.

Governing Law.

This Amendment No. 6 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.

Counterparts; Telecopy Signatures.

This Amendment No. 6 may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. Each Loan Party acknowledges and agrees that a telecopy transmission to the Agent or any Bank of the signature pages hereof purporting to be signed on behalf of any Loan Party shall constitute effective and binding execution and delivery hereof by such Loan Party.

No Novation.

This Amendment amends and restates portions of the Credit Agreement, but is not intended to constitute, and does not constitute, a novation or satisfaction of the Obligations of the Loan Parties under the Credit Agreement. The Liens of Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens and to Agent. Nothing contained in this Amendment shall be deemed to waive, release, limit, adversely affect or impair, (i) any “Obligations” arising under or in connection with the Credit Agreement or other Loan Documents, including without limitation, the Obligations which are not due and payable under the Credit Agreement or other Loan Documents, or (ii) the Liens and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers to Agent for the benefit of itself and Banks and such Liens shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of itself and Banks.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGE 1 OF 5 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this Amendment No. 6 as of the day and year first written above.

BORROWERS:

UNITED REFINING COMPANY

By:

Title:

UNITED REFINING COMPANY OF PENNSYLVANIA

By:

Title:

KIANTONE PIPELINE CORPORATION

By:

Title:

COUNTRY FAIR, INC.

By:

Title:

GUARANTOR:

KWIK-FILL CORPORATION

By:

Title:

[SIGNATURE PAGE 2 OF 5 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]

AGENT AND BANKS:

PNC BANK, NATIONAL ASSOCIATION, individually and as Agent

By:

Title:

[SIGNATURE PAGE 3 OF 5 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]

MANUFACTURERS AND TRADERS TRUST COMPANY

By:

Title:

[SIGNATURE PAGE 4 OF 5 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]

GENERAL ELECTRIC CAPITAL CORPORATION

By:

Title:

[SIGNATURE PAGE 5 OF 5 TO AMENDMENT NO. 6 TO CREDIT AGREEMENT]

BANK LEUMI, USA

By:

Title:

By:

Title:

EX-99.1

Exhibit 99.1

UNITED REFINING COMPANY ANNOUNCES

SECOND FISCAL QUARTER 2005 OPERATING RESULTS

Warren, PA. April 20, 2005/PRNewswire/—United Refining Company, a leading regional refiner and marketer of petroleum products announces operating results for the second fiscal quarter and six month period ended February 28, 2005.

During the Quarter ended February 28, 2005, the Company reviewed its application of generally accepted accounting principles for inventory pricing. The Company has subsequently decided to restate its previously issued financial statements for the three and six month periods ended February 29, 2004. Historically, during interim periods, the Company has recorded a portion of its refined product inventories at net realizable value, reduced by the LIFO Reserve. The Company has revised its financial statements to record all refined product inventories using the first-in first-out (FIFO) cost, reduced by the LIFO Reserve. The resulting revised financial statements have no impact on reported cash flows or on fiscal year end Audited Financial Statements.

Net sales for the three months ended February 28, 2005 and February 29, 2004 were $384.8 million and $327.0 million, respectively. This was an increase of $57.8 million or 17.7% over the prior year period quarter. Net sales for the six months ended February 28, 2005 and February 29, 2004 were $810.8 million and $657.8 million, respectively, which was an increase of $153.0 million or 23.3% over the prior year period. Increases in net sales for both the quarter and six months ended February 28, 2005 were due primarily to increases in selling prices attributed to increased worldwide crude oil prices.

Operating income/loss for the three months ended February 28, 2005 was a loss of $19.6 million or a decrease of $24.5 million from operating income of $4.9 million for the quarter ended February 29, 2004. Operating income for the six months ended February 28, 2005 was a loss of $3.4 million, a decrease of $20.2 million from the $16.8 million in operating income for the six months ended February 29, 2004.

Earnings before Interest, Income Taxes, Depreciation and Amortization (EBITDA) for the three months ended February 28, 2005 decreased $24.4 million to a negative $15.4 million from $9.0 million as of February 29, 2004. EBITDA decreased $19.9 million for the six months ended February 28, 2005, to $4.7 million from $24.6 million for the six months ended February 29, 2004.

The Company’s earnings are very sensitive to changes in energy prices. Shifts in the cost of crude oil and the price of refined products can result in large changes in operating margins. These prices also determine the carrying value of the refinery’s inventories.

Monthly average NYMEX crude price during the final month of the second quarter was $48.05/BBL versus $53.09/BBL in the final month of first quarter. This decrease in crude and related petroleum product prices was a major factor in the negative inventory valuation adjustment in the second quarter, which impacted earnings substantially.

Additionally, the large amount of asphalt inventory at February 28, 2005, which is valued at cost, will be sold in the Third and Fourth Quarters of Fiscal Year 2005 at summer asphalt prices, which are seasonally much higher than the inventory price at February 28, 2005. With respect to asphalt inventories on hand as of February 28, 2005, based on the trend of current market prices for asphalt, the Company expects to recognize $13-$15 million in gross profit based on asphalt sales in the remaining quarters of fiscal 2005.

United Refining Company uses the term EBITDA or Earnings Before Interest, Income Taxes, Depreciation and Amortization, which is a term not defined under United States Generally Accepted Accounting Principles. The Company uses this term because it is a widely accepted financial indicator utilized to analyze and compare companies on the basis of operating performance and is used to calculate certain debt coverage ratios included in several of the Company’s debt agreements. See reconciliation of EBITDA to Net Income in Footnote (1) in table set forth below. The Company’s method of computation of EBITDA may or may not be comparable to other similarly titled measures used by other companies.

UNITED REFINING COMPANY

(dollars in thousands)

				Three Months Ended February 29, 2004
	Three Months Ended February 28, 2005			As Previously Reported		Restatement Adjustments			As Restated
Net Sales	$	384,789		$	326,965		—		$	326,965
Operating Income/<Loss>	$	(19,572	)	$	6,243	$	(1,343	)	$	4,900
Net Income/<Loss>	$	(15,350	)	$	527	$	(802	)	$	(275	)
Income Tax Expense <Benefit>	$	(10,212	)	$	352	$	(541	)	$	(189	)
EBITDA (1)	$	(15,350	)	$	10,330	$	(1,343	)	$	8,987

				Six Months Ended February 29, 2004
	Six Months Ended February 28, 2005			As Previously Reported Restated		Restatement Adjustments			As Restated
Net Sales	$	810,842		$	657,780		—		$	657,780
Operating Income/<Loss>	$	(3,445	)	$	19,347	$	(2,556	)	$	16,791
Net Income/<Loss>	$	(9,287	)	$	4,984	$	(1,526	)	$	3,458
Income Tax Expense <Benefit>	$	(6,178	)	$	3,363	$	(1,030	)	$	2,333
EBITDA (1)	$	4,743		$	27,120	$	(2,556	)	$	24,564

⁽¹⁾ EBITDA RECONCILIATION

UNITED REFINING COMPANY

(dollars in thousands)

				Three Months Ended February 29, 2004
	Three Months Ended February 28, 2005			As Previously Reported		Restatement Adjustments			As Restated
Net Income	$	(15,350	)	$	527	$	(802	)	$	(275	)
Interest Expense	$	5,957		$	5,304		—		$	5,304
Income Tax Expense<Benefit>	$	(10,212	)	$	352	$	(541	)	$	(189	)
Depreciation	$	3,343		$	3,203		—		$	3,203
Amortization	$	912		$	944		—		$	944
EBITDA	$	(15,350	)	$	10,330	$	(1,343	)	$	8,987

				Six Months Ended February 29, 2004
	Six Months Ended February 28, 2005			As Previously Reported		Restatement Adjustments			As Restated
Net Income	$	(9,287	)	$	4,984	$	(1,526	)	$	3,458
Interest Expense	$	11,702		$	10,480		—		$	10,480
Income Tax Expense<Benefit>	$	(6,178	)	$	3,363	$	(1,030	)	$	2,333
Depreciation	$	6,685		$	6,407		—		$	6,407
Amortization	$	1,821		$	1,886		—		$	1,886
EBITDA	$	4,743		$	27,120	$	(2,556	)	$	24,564

United operates a 65,000 bpd refinery in Warren, Pennsylvania. In addition to its wholesale markets, the Company also operates 373 Kwik Fill® / Red Apple® and Country Fair® retail gasoline and convenience stores located primarily in western New York and western Pennsylvania.

Certain statements contained in this release are forward looking, such as statements regarding the Company’s plans and strategies or future financial performance. Although the Company believes that its 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 from those expressed in any such forward-looking statements. In addition, 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, general economic, business and market conditions; environmental, tax and tobacco legislation or regulation; volatility of gasoline prices, margins and supplies; merchandising margins; customer traffic, weather conditions; labor costs and the level of capital expenditures.

Company Contact: James E. Murphy, Chief Financial Officer Telephone: (814) 726-4674

EX-99.2

Exhibit 99.2

UNITED REFINING COMPANY INCREASES BANK CREDIT FACILITY TO $100 MILLION

Warren, PA April 20, 2005, United Refining Company (United), a leading regional refiner and marketer of petroleum products announces completion of an amendment to its secured revolving credit facility (the facility) led by PNC Bank, N.A., Agent Bank. The amendment increases the facility commitment from $75,000,000 to $100,000,000 effective April 19, 2005. The facility expires on May 9, 2007, and is secured by certain cash accounts, accounts receivable and inventory.

This amendment provides the Company greater flexibility relative to its cash flow requirements in light of market fluctuations, particularly involving crude oil prices and seasonal business cycles. The improved liquidity resulting from the expansion of the facility will assist the Company in meeting its working capital, ongoing capital expenditure needs and for general corporate purposes.

United owns and operates a 65,000 bpd refinery in Warren, Pennsylvania. In addition to its wholesale markets, the Company also operates 373 Kwik Fill ® / Red Apple ® and Country Fair ® retail gasoline and convenience stores located primarily in western New York and western Pennsylvania.

Certain statements contained in this release are forward-looking, such as statements regarding the Company’s plans and strategies or future financial performance. Although the Company believes that its 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 from those expressed in any such forward-looking statements. In addition, 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, general economic, business and market conditions; environmental, tax and tobacco legislation or regulation; volatility of gasoline prices, margins and supplies; merchandising margins; customer traffic, weather conditions; labor costs and the level of capital expenditures. For other important factors that may cause actual results to differ materially from expectations and underlying assumptions please see reports by United Refining Company filed with the Securities and Exchange Commission. For more on the Company visit United Refining Company’s website at www.urc.com.

EX-99.3

Exhibit 99.3

United Refining Company Provides Additional Information

Second Fiscal Quarter 2005 Operating Results

Warren, Pa April 21, 2005/PRNewswire/—United Refining Company, a leading regional refiner and marketer of petroleum products, is providing additional information on second quarter 2005 results.

The Company recently reported earnings for Second Quarter 2005 and indicated an EBITDA of a negative $15.350 million. Our second quarter began December 1, 2004 and ended February 28, 2005. We will discuss the major factors impacting our Second Quarter below.

The Company customarily purchases crude oil for processing approximately one month in advance of processing. Consequently, the Company’s crude oil cost for any given month is determined primarily by NYMEX crude oil contract trading in the prior month. The Company’s sales of finished products are primarily determined by NYMEX product trading in the month of sale (see our 10Q for additional detail). NYMEX crude oil contracts trading in November 2004 for delivery in December 2004 reached nearly $51/BBl in early November trading then declined to below $41/BBl in early December trading. The impact of the significant fall in crude prices during December had a direct downward impact on our December product sales prices, creating a margin squeeze, as our crude costs had already been determined during November. This market move impacted other refiners as well. We estimate the impact of this margin squeeze on EBITDA to be approximately ($7.7) million for the month of December. January and February EBITDA is estimated to be approximately a positive $6 million.

During our Second Quarter, crude and related product prices fell from First Quarter ending levels. The monthly average NYMEX crude price for February of 2005, the final month of our second quarter was $48.05/BBl and the monthly average NYMEX crude price for the final month of trading of our first quarter,

November 2004 was $53.09/BBl. We estimate the impact of these price changes for inventory valuations on EBITDA to be approximately ($13.6) million for the Second Quarter. It should be noted that today’s market price currently trading on the NYMEX for June crude is greater than $53/bbl.

The Company builds asphalt inventories during the winter months for sale during the summer asphalt season.

The Company continues to monitor crude oil prices and the impact on working capital and liquidity. June NYMEX crude is currently trading in the $53/bbl range. Because of these high crude prices, the resulting additional carrying cost for inventories, and a temporary increase in in-transit time for crude deliveries within the Enbridge pipeline, the Company has increased its Revolving Credit Agreement to $100,000,000 (see recent press release dated April 20, 2005).

Industry fundamentals remain strong and the Company continues to expect Fiscal 2005 to be comparable to Fiscal 2004 given continued market trends.

We will host our quarterly conference call Friday at 11:00 am.

Certain statements contained in this release are forward looking, such as statements regarding the Company’s plans and strategies or future financial performance. Although the Company believes that its 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 from those expressed in any such forward-looking statements. In addition, 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, general economic, business and market conditions; environmental, tax and tobacco legislation or regulation; volatility of gasoline prices, margins and supplies; merchandising margins; customer traffic, weather conditions; labor costs and the level of capital expenditures.

Company Contact: James E. Murphy, Chief Financial Officer Telephone: (814) 726-4674

EX-99.4

Exhibit 99.4

April 22, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Ladies and Gentlemen:

We have been furnished with a copy of the disclosure included in Item 4.02 of Form 8-K for the matters discussed therein, to be filed by our client United Refining Company. We agree with the statements made in those items insofar as they relate to our Firm.

Yours truly,

/s/ BDO Seidman, LLP