**Exhibit 10.1**

 

**UNITED REFINING COMPANY**

 

$25,000,000 

10 1/2% Senior Notes Due 2012 

 

**Purchase Agreement**

 

February 10, 2005 

 

Citigroup Global Markets Inc. 

388 Greenwich Street 

New York, New York 10013 

 

Ladies and Gentlemen: 

 

United Refining Company, a corporation organized under the laws ofPennsylvania (the “*Company*”), proposes to issue and sell to Citigroup Global Markets Inc. (the “*Initial Purchaser*”), $25,000,000 principal amount of its 10 1/2% Senior Notes Due 2012 (the “*Notes*”). The Notes are to be issued under an indenture, dated as of August 6, 2004 (the“Indenture”), among the Company, the Guarantors (as defined herein) and The Bank of New York, as trustee (the “*Trustee*”), pursuant to which $200,000,000 of notes of the same series were previously issued (the “InitialNotes”). The Company’s obligations under the Notes will be guaranteed (the “*Guarantees*,” and, together with the Notes, the “*Securities*”) on a senior unsecured basis by each of the guarantors listed on thesignature pages hereto (collectively, the “*Guarantors*,” and together with the Company, the “*Issuers*”). 

 

The Securities will have the benefit of a registration rights agreement (the “*Registration Rights Agreement*”), to be dated as of theClosing Date (as defined herein), among the Issuers and the Initial Purchaser, pursuant to which the Issuers will agree to register the Securities under the Act subject to the terms and conditions therein specified. The use of the neuter in thisAgreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 18 hereof. 

 

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

 

In connection with thesale of the Securities, the Issuers have prepared an offering memorandum, dated February 10, 2005 (as amended or supplemented at the Execution Time, including any and all exhibits thereto and any information incorporated by reference therein, the“*Offering Memorandum*”). The Offering Memorandum sets forth certain information concerning the Issuers and the Securities. Each of the Issuers hereby confirms that it has authorized the use of the Offering Memorandum, and anyamendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum. Unless stated to the contrary, any references herein to the terms“amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the Execution Time that is incorporated byreference therein. 

 

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

 

At the Execution Time and on the Closing Date, respectively, the Offering Memorandum did not and will not (and any amendment or supplement thereto, atthe date thereof and at the Closing Date will not) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, notmisleading; *provided*, *however*, that the Issuers make no representation or warranty as to the information contained in or omitted from the Offering Memorandum, or any amendment or supplement thereto, in reliance upon and in conformitywith information furnished in writing to the Company by or on behalf of the Initial Purchaser specifically for inclusion therein. 

None of the Issuers, their Affiliates, or any person acting on their behalf has, directly or indirectly,made offers or sales of any security, or solicited offers to buy, any security under circumstances that would require the registration of the Securities under the Act; provided, however, that the Initial Purchaser acknowledges that the Company hasregistered $200 million in aggregate principal amount of 10 1/2% Senior Notes due 2012 under the Act, which noteshave been or will be exchanged for the Initial Notes pursuant to an exchange offer by the Company (the “Initial Note Exchange Offer”)**.**

 

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

 

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

 

No registration under the Act of the Securities is required for the offer and sale of the Securities to or by the InitialPurchaser in the manner contemplated herein and in the Offering Memorandum assuming, in each case: (i) that the purchasers who buy the Securities in the resales are either “qualified institutional buyers” (as defined under Rule 144A of theAct) or institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D) and (ii) the accuracy of and compliance with the Initial Purchaser’s representations, warranties and covenants contained inSection 4 of this Agreement. 

 

No Issuer is, or after givingeffect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Memorandum will not be, an “investment company” as defined in the Investment Company Act, without taking account ofany exemption arising out of the number of holders of the Issuers’ securities. 

 

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

 

No Issuer has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of anyIssuer under circumstances that would require the registration of the Securities under the Act (except as contemplated in this Agreement). 

 

No Issuer has taken, directly or indirectly, any action designed to cause or result, under the Exchange Act or otherwise, in stabilization or manipulationof the price of any security of any Issuer to facilitate the sale or resale of the Securities. 

 

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

 

All the outstanding shares of capital stock of each subsidiary have been duly authorized and validly issued and are fully paid and nonassessable, and,except as otherwise set forth in the Offering Memorandum, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lienor encumbrance. 

 

The statements set forth in the OfferingMemorandum under the caption “Description of Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Certain United States Federal Tax “Considerations,” insofar as theypurport to describe United States tax considerations to holders of the Securities, fairly summarize the matters described therein. 

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

 

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

 

No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactionscontemplated herein, in the Indenture or in the Registration Rights Agreement, except such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold and, in the case of the Registration RightsAgreement, such as will be obtained under the Act and the Trust Indenture Act. 

 

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

 

The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference inthe Offering Memorandum present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X andhave been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the caption “SelectedConsolidated Financial and Other Operating Data” in the Offering Memorandum, the summary financial data set forth under the caption “Summary Historical and Pro Forma Consolidated Financial and Other Operating Data” in the OfferingMemorandum, and financial information set forth under the caption “Capitalization” in the Offering Memorandum, fairly presents, on the basis stated in the Offering Memorandum, the information included therein. 

No action, suit or proceeding by or before any court or governmental agency, authority or body or anyarbitrator involving any of the Issuers or their property is pending or, to the best knowledge of any Issuer, threatened that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement, the Indenture, theSecurities or the Registration Rights Agreement, or the consummation of any of the transactions contemplated hereby or thereby or (ii) would not have a Material Adverse Effect, except as set forth in or contemplated in the Offering Memorandum(exclusive of any amendment or supplement thereto). 

 

EachIssuer owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. 

 

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

 

BDO Seidman, LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respectto the audited consolidated financial statements and schedules incorporated by reference in the Offering Memorandum, are independent public accountants with respect to the Company within the meaning of the Act. 

 

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

 

No labor problem or dispute with the employees of any of the Issuers existsor, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of the Issuers’ principal suppliers, contractors or customers, except as wouldnot have a Material Adverse Effect, and except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto). 

 

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

 

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

 

The Issuers possess all licenses,certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and no Issuer has 

received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in theaggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto). 

 

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

 

Each Issuer (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of humanhealth and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“*Environmental Laws*”); (ii) has received and is in compliance with all permits, licenses or other approvals required of itunder applicable Environmental Laws to conduct its respective businesses; and (iii) has not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure toreceive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment orsupplement thereto). Except as set forth in the Offering Memorandum, no Issuer has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, exceptin such cases that would not have a Material Adverse Effect. 

 

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

 

The minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“*ERISA*”), has been satisfied by each“pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Issuers, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so qualified;each Issuer has fulfilled its obligations, if any, under Section 515 of ERISA; each pension plan and welfare plan established or maintained by the Issuers is in compliance in all material respects with the currently applicable provisions of ERISA;and no Issuer has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA. 

 

The statistical and market-related data included in the Offering Memorandum(exclusive of any amendment or supplement thereto) are based on or derived from sources which the Issuers believe to be reliable and accurate. 

 

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

 

No Issuer or, to the knowledge of the Issuers, any director, officer, agent, employee or Affiliate of any Issuer is aware ofor has taken any action, directly or indirectly, that would result in a violation by such Persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “*FCPA*”), including, withoutlimitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, orauthorization of the giving of anything of value to any “foreign official” 

(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention ofthe FCPA; and the Issuers and, to the knowledge of the Issuers, their Affiliates have conducted their businesses in compliance with the FCPA. 

 

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

 

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

 

All of the Company’s subsidiaries are listed on*Schedule I* hereto and each such subsidiary will be a Guarantor unless indicated otherwise on such schedule. 

 

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

 

*Purchase and Sale*.    Subject to the terms and conditions and in reliance upon the representations and warranties herein setforth, the Issuers agree to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Issuers, at a purchase price of 100.5% of the principal amount thereof, plus accrued interest, if any, from February 15, 2005 to theClosing Date, the entire principal amount of Securities. 

 

*Delivery and Payment*.    Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on February 17, 2005 or at such time on such later date not more than three Business Days afterthe foregoing date as the Initial Purchaser shall designate, which date and time may be postponed by agreement between the Initial Purchaser and the Company (such date and time of delivery and payment for the Securities being herein called the“*Closing Date*”). Delivery of the Securities shall be made to the account of the Initial Purchaser against payment by the Initial Purchaser of the purchase price thereof to or upon the order of the Company by wire transfer payable insame-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Initial Purchaser shall otherwise instruct. 

 

*Offering by Initial Purchaser*.    a. The InitialPurchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, orin a transaction not subject to, the registration requirements of the Act. 

 

The Initial Purchaser represents and warrants to and agrees with the Issuers that: 

 

it has not offered or sold, and will not offer or sell, any Securities within the United States or to, or for the account or benefit of,U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except: 

 

to those it reasonably believes to be “qualifiedinstitutional buyers” (as defined in Rule 144A under the Act) or 

 

in accordance with Rule 903 of Regulation S; 

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

 

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

 

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

 

it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the Securities, except with its affiliates or withthe prior written consent of the Company; 

 

itand its Affiliates have complied and will comply with the offering restrictions requirement of Regulation S; 

 

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

 

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

 

it has not offered or sold and, prior to the date six months after the date of issuance of the Securities, will not offer or sell anySecurities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or otherwise incircumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; 

 

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

 

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducementto engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities, in circumstances in which section 21(1) of the FSMA does not apply to the Company. 

 

*Agreements*.    The Issuers, jointly and severally,agree with the Initial Purchaser that: 

 

TheIssuers will furnish to the Initial Purchaser and to counsel for the Initial Purchaser, without charge, during the period referred to in paragraph (c) below, as many copies of the Offering Memorandum and any amendments and supplements thereto asthey may reasonably request. 

 

The Issuers willnot amend or supplement the Offering Memorandum, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the prior written consent of the Initial Purchaser; *provided*, *however*, that,prior to the completion of the distribution of the Securities by the Initial Purchaser (as determined by the Initial Purchaser), the Company will not file any document under the Exchange Act that is incorporated by reference in the OfferingMemorandum unless, prior to such proposed filing, the Company has furnished the Initial Purchaser with a copy of such document for its review and the Initial Purchaser has not reasonably objected to the filing of such document. The Company willpromptly advise the Initial Purchaser when any document filed under the Exchange Act that is incorporated by reference in the Offering Memorandum shall have been filed with the Commission. 

If at any time prior to the completion of the sale of the Securities by the InitialPurchaser (as determined by the Initial Purchaser), but in any event no later than nine months from the date of the Offering Memorandum, any event occurs as a result of which the Offering Memorandum, as then amended or supplemented, would includeany untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplementthe Offering Memorandum to comply with applicable law, the Issuers will promptly (i) notify the Initial Purchaser of any such event; (ii) subject to the requirements of paragraph (b) of this Section 5, prepare an amendment or supplement that willcorrect such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Offering Memorandum to the Initial Purchaser and counsel for the Initial Purchaser without charge in such quantities as they may reasonablyrequest. 

 

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

 

During the period of two years after the Closing Date, the Issuers will not, and will not permit any oftheir Affiliates to, resell any Securities that constitute “restricted securities” under Rule 144 that have been acquired by any of them. 

 

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

 

None of the Issuers, their Affiliates, or any person acting on any of their behalf will engage in any form of general solicitation orgeneral advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States and none of the Issuers, their Affiliates, or any person acting on any of their behalf will engage in any directedselling efforts with respect to the Securities, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. 

 

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

 

The Issuers will cooperate with the Initial Purchaser and use their best efforts to permit the Securities tobe eligible for clearance and settlement through The Depository Trust Company. 

 

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

 

The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration RightsAgreement, the issuance of the Securities and the fees of the Trustee; (ii) the preparation, printing or reproduction of the Offering Memorandum and each amendment or supplement to either of them; (iii) the printing (or reproduction) and delivery(including postage, air freight charges and charges for counting and packaging) of such copies of the Offering Memorandum, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection withthe 

offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (v) any stampor transfer taxes in connection with the original issuance and sale of the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) anddelivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states and any other jurisdictions specified pursuant toSection 5(d) (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchaser relating to such registration and qualification); (viii) admitting the Securities for trading in the PORTAL Market; (ix) the transportationand other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Issuers’ accountants and the fees and expenses of counsel(including local and special counsel) for the Issuers; and (xi) all other costs and expenses incident to the performance by the Issuers of their obligations hereunder. It is understood, however, that the Initial Purchaser will pay all of its owncosts and expenses, including the fees of their counsel, transfer taxes, fees and commissions on resale of any of the securities by them, and any advertising expenses connected with any offers it may make. 

 

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

 

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

 

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

 

The Initial Purchaser shall have received from Ellenoff Grossman & Schole LLP, counsel for the Company, an opinion, dated the Closing Date andaddressed to the Initial Purchaser, substantially in the form of *Annex A* attached hereto. 

 

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

 

The Initial Purchaser shall have received from Cahill Gordon & Reindel LLP, counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date and addressed to the Initial Purchaser, with respectto the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Offering Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Initial Purchaser may reasonably require, andeach of the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. 

 

The Company shall have furnished to the Initial Purchaser a certificate of the Company, signed by (x) the Chairman of the Board or the President and (y)the principal financial or accounting officer of the Company, 

dated the Closing Date, to the effect that the signers of such certificate have reviewed the Offering Memorandum, any amendment or supplement to the OfferingMemorandum and this Agreement and that: 

 

therepresentations and warranties of each Issuer in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each Issuer has complied with all the agreements and satisfied all theconditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and 

 

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

 

At the Execution Time and at the Closing Date, the Issuers shall have requested and caused BDO Seidman, LLP to furnish to the Initial Purchaser, a“comfort” letter, dated as of the Execution Time and a bring-down “comfort letter”, dated as of the Closing Date, in form and substance satisfactory to the Initial Purchaser, confirming that they are independent accountantswithin the meaning of the Exchange Act and the applicable rules and regulations thereunder and confirming certain matters with respect to the audited and unaudited financial statements and other financial and accounting information contained in theOffering Memorandum. 

 

Subsequent to the Execution Time or, ifearlier, the dates as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e)of this Section 6; or (ii) any change, or any development involving a prospective change in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or notarising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii)above, is, in the sole judgment of the Initial Purchaser, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Offering Memorandum (exclusive of anyamendment or supplement thereto). 

 

The Securities shall havebeen designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. 

 

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

 

Prior to the Closing Date, the Company shall have furnished to the Initial Purchaser such further information, certificates and documents as the InitialPurchaser may reasonably request. 

 

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

 

The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchaser, at 80 Pine Street, New York, New York 10005, on the Closing Date. 

*Reimbursement of Expenses*.    If the sale of the Securities provided forherein is not consummated because any condition to the obligations of the Initial Purchaser set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure onthe part of the Issuers to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Initial Purchaser, the Issuers will reimburse the Initial Purchaser on demand for all expenses (including reasonablefees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 

 

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

 

The Initial Purchaser agrees to indemnify and hold harmless each Issuer, each of their directors, each of their officers, and each person who controls such Issuer within the meaning of either the Act or the ExchangeAct, to the same extent as the foregoing indemnity from such Issuer to the Initial Purchaser, but only with reference to written information relating to the Initial Purchaser furnished to such Issuer by or on behalf of the Initial Purchaserspecifically for inclusion in the Offering Memorandum or in any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that the Initial Purchaser may otherwise have. Each Issuer acknowledges that (i) thestatements set forth in the last paragraph of the cover page regarding delivery of the Securities and (ii), under the heading “Plan of Distribution”, the paragraphs related to over-allotment, covering transactions and stabilizingtransactions in the Offering Memorandum constitute the only information furnished in writing by or on behalf of the Initial Purchaser for inclusion in the Offering Memorandum or in any amendment or supplement thereto. 

 

Promptly after receipt by an indemnified party under this Section 8 of noticeof the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure soto notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party ofsubstantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying partyshall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case theindemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below);*provided*, *however*, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party inan action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the 

reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified partywould present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonablyconcluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactoryto the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize in writing the indemnified party to employ separate counsel at theexpense of the indemnifying party; *provided*, *however*, the indemnifying party shall not be liable for the fees and expenses of more than one such separate counsel (together with local counsel) in connection with any action or relatedproceeding in the same jurisdiction. An indemnifying party will not, without the prior written consent of the indemnified parties, which consent shall not be unreasonably withheld, delayed or conditioned, settle, compromise or consent to the entryof any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to suchclaim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 

 

In the event that the indemnity provided in paragraph (a) or (b) of thisSection 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and the Initial Purchaser severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or otherexpenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “*Losses*”) to which the Issuers and the Initial Purchaser may be subject in such proportion as isappropriate to reflect the relative benefits received by the Issuers on the one hand and by the Initial Purchaser on the other from the offering of the Securities; *provided*, *however*, that in no case shall the Initial Purchaser beresponsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by the Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason,the Issuers and the Initial Purchaser severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers on the one hand and the Initial Purchaser on the other inconnection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (beforededucting expenses) received by them, and benefits received by the Initial Purchaser shall be deemed to be equal to the total purchase discounts and commissions. Relative fault shall be determined by reference to, among other things, whether anyuntrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers on the one hand or the Initial Purchaser on the other, the intent of the parties andtheir relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuers and the Initial Purchaser agree that it would not be just and equitable if contribution were determined by pro rataallocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls the Initial Purchaser within the meaning of either the Actor the Exchange Act and each director, officer, employee, Affiliate and agent of the Initial Purchaser shall have the same rights to contribution as the Initial Purchaser, and each person who controls an Issuer within the meaning of either the Actor the Exchange Act and each officer and director of an Issuer shall have the same rights to contribution as such Issuer, subject in each case to the applicable terms and conditions of this paragraph (d). 

 

*Termination*.    This Agreement shall be subject totermination in the absolute discretion of the Initial Purchaser, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New York Stock Exchangeor the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on such exchange or the Nasdaq National Market; (ii) a banking moratorium shall have been declared either by U.S. federal or New YorkState authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by 

the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the solejudgment of the Initial Purchaser, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto). 

 

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

 

*Notices*.    All communications hereunder will be in writing and effective only on receipt, and, if sent to the Initial Purchaser, will be mailed, delivered or sent by facsimile transmissionto the Citigroup General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if sent to the Issuers, will be mailed, delivered or facsimile transmission to(814) 723-4371 and confirmed to it at 15 Bradley Street, Warren, Pennsylvania 16365, attention of the Legal Department. 

 

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

 

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

 

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

 

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

 

*Definitions*.    The terms thatfollow, when used in this Agreement, shall have the meanings indicated. 

 

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

 

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

 

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

 

“*Citigroup*” shall mean Citigroup Global Markets Inc. 

 

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

 

“*Commission*” shall mean the Securities and ExchangeCommission. 

 

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

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

 

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

 

“*NASD*” shall mean the National Association of Securities Dealers, Inc. 

 

“*PORTAL*” shall mean the Private Offerings, Resales and Trading through Automated Linkages system of theNASD. 

 

“*Regulation D*” shall mean Regulation Dunder the Act. 

 

“*Regulation S*” shall meanRegulation S under the Act. 

 

“*Revolving CreditFacility*” shall mean the Amended and Restated Credit Agreement, dated as of July 12, 2002, as amended, among the Company, PNC Bank, National Association, and the parties listed on the signature pages thereto. 

 

“*Trust Indenture Act*” shall mean the Trust Indenture Act of1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 

 

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

 

[–Signature pages to follow–] 

Very truly yours,

UNITED REFINING COMPANY

By:
 
 
  
Name:
  
Title:

COUNTRY FAIR, INC.

By:
 
 
  
Name:
  
Title:

KIANTONE PIPELINE CORPORATION

By:
 
 
  
Name:
  
Title:

KIANTONE PIPELINE COMPANY

By:
 
 
  
Name:
  
Title:

UNITED JET CENTER, INC.

By:
 
 
  
Name:
  
Title:

UNITED REFINING COMPANY OF PENNSYLVANIA
By:
 
 
  
Name:
  
Title:

KWIK FILL CORPORATION

By:
 
 
  
Name:
  
Title:

INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.
By:
 
 
  
Name:
  
Title:

BELL OIL CORP.

By:
 
 
  
Name:
  
Title:

PPC, INC.

By:
 
 
  
Name:
  
Title:

SUPER TEST PETROLEUM, INC.

By:
 
 
  
Name:
  
Title:

KWIK-FIL, INC.

By:
 
 
  
Name:
  
Title:

VULCAN ASPHALT REFINING

CORPORATION

By:
 
 
  
Name:
  
Title:

CITIGROUP GLOBAL MARKETS INC.

By:
 
 
  
Name:
  
Title: