<PAGE>   1
                                                                   Exhibit 10.18



                      FOURTH AMENDMENT TO CREDIT AGREEMENT


         This Fourth Amendment to Credit Agreement (the "Fourth Amendment") is
dated as of February 4, 2000 and is made by and among UNITED REFINING COMPANY, a
Pennsylvania corporation ("United Refining"), UNITED REFINING COMPANY OF
PENNSYLVANIA, a Pennsylvania Corporation ("United Refining PA"), KIANTONE
PIPELINE CORPORATION, a New York corporation ("Kiantone, and hereinafter
together with United Refining and United Refining PA sometimes collectively
referred to as the "Borrowers" and individually as a "Borrower") the BANKS under
the Credit Agreement (as hereinafter defined) and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as agent for the Banks under the Credit Agreement
(hereinafter referred to in such capacity as the "Agent").


                                    RECITALS:

         WHEREAS, the Borrowers, the Banks, and the Agent are parties to that
certain Credit Agreement dated as of June 9, 1997 (as previously amended,
restated, supplemented or modified, the "Credit Agreement"); and

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

         WHEREAS, the Borrowers, the Banks and the Agent desire to amend the
Credit Agreement as hereinafter provided.

         NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound, the parties hereto agree as follows:

         1. Amendment to Credit Agreement and Notes Temporary Increase in
Revolving Credit Commitments.

         The Borrowers and the Banks hereby agree that the Revolving Credit
Commitments under the Credit Agreement be temporarily increased in an amount not
to exceed $10,000,000 (the "Commitments Increase") so that the total amount of
the Revolving Credit Commitments after giving effect to such increase shall not
exceed $45,000,000, subject to the following terms and conditions:

                  (a) Term of Increase; Automatic Reduction at End of Such Term.

                  The Commitments Increase shall become effective as of January
31, 2000 and shall remain in effect through December 31,2000 (the "Increased
Commitments Period"), after which the amount of the Revolving Credit Commitments
shall revert to the levels which existed immediately prior to January 31, 2000,
less the amount of any intervening reductions in the Revolving Credit
Commitments made pursuant to the terms of the Credit Agreement.

                  (b) Ratable Sharing in Increases and Decreases.

         Each Bank shall share in the Commitments Increase and in the Revolving
Credit Commitments after the expiration of the Increased Commitments Period
according to its Ratable Share.


<PAGE>   2

                  (c) Repayment of Loans.

         The Borrowers shall repay outstanding Loans prior to the expiration of
the Increased Commitments Period to the extent necessary to cause the amount of
Loans outstanding on January 1, 2001 to be equal to or less than the amount of
the Revolving Credit Commitments in effect as of such date, as provided in
clause (a) above. Any repayment pursuant to this clause (c) shall be subject to
Section 4.6.2 (Indemnity) of the Credit Agreement. Any failure by the Borrowers
to repay Loans required under this clause (c) on or before the date required for
such repayment shall constitute an Event of Default under the Credit Agreement.

                  (d) Commitment Fees.

                  It is acknowledged that during the Increased Commitments
Period, the amount of the Commitment Fees shall be computed on the amount of the
Revolving Credit Commitments as increased pursuant to this Section 1.

                  (e) Amendment to Revolving Credit Notes.

                  Exhibit 1.1(R) of the Credit Agreement [Form of Revolving
Credit Note] is hereby amended and restated in its entirety as set forth on the
exhibit titled as Exhibit 1.1(R) attached hereto.

                  (f) Amendment to Pricing Grid.

                  Schedule 1.1(A) of the Credit Agreement [Pricing Grid Variable
Pricing and Fees Based on Leverage Ratio] is hereby amended and restated in its
entirety as set forth on the schedule titled as Schedule 1.1(A) attached hereto.

         2. Conditions to Effectiveness.

         This Fourth Amendment shall become effective upon satisfaction of each
of the following conditions:

                  (a) Execution and Delivery of Documents.

                  The Borrowers, the Banks and the Agent shall have executed
this Fourth Amendment and the Borrowers shall have executed and delivered
Amended and Restated Revolving Credit Notes in the form of Exhibit 1.1(R) to
each Bank for such Bank's ratable share of the Revolving Credit Commitments.

                  (b) Secretary's Certificate.

                  There shall be delivered to the Agent a certificate dated the
date hereof and signed by the Secretary of each of the Loan Parties, certifying
as appropriate as to:

                           (i)      all action taken by each Loan Party in
                                    connection with this Fourth Amendment and
                                    the documents related hereto;

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


                                       2
<PAGE>   3

                  (c) Opinion of Counsel.

                  Counsel for the Loan Parties shall deliver a written opinion
dated as of the date hereof in form and substance satisfactory to the Agent with
respect to (i) the due organization of the Borrowers, (ii) the corporate power
and authority of Borrowers to enter into this Fourth Amendment (iii) the
execution and delivery of this Fourth Amendment and the documents related hereto
not violating the organizational documents of the Borrowers and (iv) the
enforceability of the Credit Agreement and the other Loan Documents, as amended
hereby.

                  (d) Amendment Fees.

                  The Borrowers shall pay to the Agent for the ratable benefit
of the Banks a fee in the amount of $50,000.

         3. Full Force and Effect. All provisions of the Credit Agreement remain
in full force and effect on and after the date hereof except as expressly
amended hereby. The Banks do not amend any provisions of the Credit Agreement
except as expressly amended hereby.

         4. Counterparts Effective Date. This Fourth Amendment may be signed in
counterparts. This Fourth Amendment shall become effective as of the date first
above written when the conditions set forth in Section 2 hereof have been
satisfied.

         5. No Novation. This Fourth Amendment amends the Credit Agreement and
the Revolving Credit Notes, but is not intended to constitute, and does not
constitute, a novation of the Obligations of the Loan Parties under the Credit
Agreement and the other Loan Documents.




                         [SIGNATURES BEGIN ON NEXT PAGE]




                                       3
<PAGE>   4


         [SIGNATURE PAGE 1 OF 2 TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


              The undersigned have executed this Fourth Amendment as of the date
first above written.

                                    UNITED REFINING COMPANY, a Pennsylvania
                                    corporation

                                    By: /s/ Myron Turfitt
                                        ---------------------------------
                                    Title:  President
                                            -----------------------------


                                    UNITED REFINING COMPANY OF
                                    PENNSYLVANIA, a Pennsylvania corporation

                                    By: /s/ Myron Turfitt
                                        ---------------------------------
                                    Title:  President
                                            -----------------------------


                                    KIANTONE PIPELINE CORPORATION,
                                    a New York corporation

                                    By: /s/ Myron Turfitt
                                        ---------------------------------
                                    Title:  President
                                            -----------------------------



                                       4
<PAGE>   5




         [SIGNATURE PAGE 2 OF 2 TO FOURTH AMENDMENT TO CREDIT AGREEMENT]


                                                NATIONAL BANK OF CANADA


                                                By: /s/ Eric Moore
                                                    ---------------------------
                                                Title: Vice President
                                                       ------------------------

                                                By: /s/ Donald Haddad
                                                    ---------------------------
                                                Title: Vice President
                                                       ------------------------


                                                PNC BANK, NATIONAL ASSOCIATION,
                                                individually and as Agent


                                                By: /s/ Robert J. Tiskus
                                                    ---------------------------
                                                Title: Assistant Vice President
                                                       ------------------------



                                                MANUFACTURERS AND
                                                TRADERS TRUST COMPANY


                                                By: /s/ C. Gregory Vogelsang
                                                    ---------------------------
                                                Title: Assistant Vice President
                                                       ------------------------




                                       5
<PAGE>   6



                                 SCHEDULE 1.1(A)

                                  PRICING GRID
                VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO


<TABLE>
<CAPTION>
===================== ========================== ================= =================== ===============
                                                    REVOLVING          LETTER OF         LETTER OF
                                                   CREDIT BASE        CREDIT EURO          CREDIT
       LEVEL               LEVERAGE RATIO          RATE SPREAD        RATE SPREAD           FEE
===================== ========================== ================= =================== ===============
<S>                   <C>                          <C>                <C>                <C>
Level I               Less than 2.0 to 1.0              0                1.25%             1.25%
--------------------- -------------------------- ----------------- ------------------- ---------------
                      Greater than or equal to
Level II              2.0 to 1.0 but less than          0                1.50%             1.50%
                      3.0 to 1.0
--------------------- -------------------------- ----------------- ------------------- ---------------
                      Greater than or equal to
Level III             3.0 to 1.0 but less than         .25%              1.75%             1.75%
                      3.5 to 1.0
--------------------- -------------------------- ----------------- ------------------- ---------------
                      Greater than or equal to
Level IV              3.5 to 1.0 but less than         .50%              2.00%             2.00%
                      4.0 to 1.0
--------------------- -------------------------- ----------------- ------------------- ---------------
                      Greater than or equal to
Level V               4.0 to 1.0 but less than         .75%              2.25%             2.25%
                      5.1 to 1.0
--------------------- -------------------------- ----------------- ------------------- ---------------
Level VI              Greater than or equal to         .75%              2.50%             2.50%
                      5.1 to 1.0
===================== ========================== ================= =================== ===============
</TABLE>


         For purposes of determining the Applicable Margin and the Letter of
Credit Fee:

         (a) The Applicable Margin and the Letter of Credit Fee shall be
determined on the Closing Date based on the Leverage Ratio computed on such date
pursuant to a certificate in the form of Exhibit 1.1(A)(2) to be delivered on
the Closing Date.

         (b) The Applicable Margin and the Letter of Credit Fee shall be
recomputed as of the end of each fiscal quarter ending after the Closing Date
based on the Leverage Ratio as of such quarter-end. Any increase or decrease in
the Applicable Margin or the Letter of Credit Fee computed as of a quarter end
shall be effective on the date on which the Compliance Certificate evidencing
such computation is due to be delivered under Section 8.3.4.



                                       6
<PAGE>   7


                                 EXHIBIT 1.1(R)
                                     FORM OF
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$__________________________*                                   January ___, 2000
*(Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, [UNITED REFINING COMPANY, a
Pennsylvania corporation] [UNITED REFINING COMPANY OF PENNSYLVANIA, a
Pennsylvania corporation] [KIANTONE PIPELINE CORPORATION, a New York
corporation] (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the
order of ___________________________________________________________________
 (the "Bank") the principal amount of each Revolving Credit Loan made by the
Bank to the Borrower pursuant to the Credit Agreement referred to below, the
aggregate principal amount of which Revolving Credit Loans at any time
outstanding shall not exceed the U.S. dollar amount first above mentioned
(provided, however, that as of January 1, 2001 such U.S. dollar amount first
above mentioned shall be automatically reduced to $________ less the amount of
any intervening reductions in the Revolving Credit Commitments made pursuant to
the terms of the Credit Agreement), payable on the Expiration Date, subject to
mandatory prepayment as provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, [United Refining Company,] [United Refining
Company of Pennsylvania,] [Kiantone Pipeline Corporation], the Banks and PNC
Bank, National Association, as the Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.



                                       7
<PAGE>   8

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which arc hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.

ATTEST:                                     BORROWER:

                                            [UNITED REFINING COMPANY]
                                            [UNITED REFINING COMPANY OF
                                            PENNSYLVANIA]
                                            [KIANTONE PIPELINE CORPORATION]

By: _______________________________         By: ________________________________
  Title: __________________________           Title: ___________________________




{SEAL}




                                       8
<PAGE>   9



                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$12,857,143*                                                    January 31, 2000
*(Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY, a
Pennsylvania corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO
PAY to the order of NATIONAL BANK OF CANADA (the "Bank") the principal amount
of each Revolving Credit Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below, the aggregate principal amount of which
Revolving Credit Loans at any time outstanding shall not exceed the U.S. dollar
amount first above mentioned (provided, however, that as of January 1,2001 such
U.S. dollar amount first above mentioned shall be automatically reduced to
$10,000,000 less the amount of any intervening reductions in the Revolving
Credit Commitments made pursuant to the terms of the Credit Agreement), payable
on the Expiration Date, subject to mandatory prepayment as provided in the
Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company of Pennsylvania,
Kiantone Pipeline Corporation, the Banks and PNC Bank, National Association, as
the Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower. Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.


                                       9
<PAGE>   10


         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.

                         [SIGNATURES BEGIN ON NEXT PAGE]




                                       10
<PAGE>   11



                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                               BORROWER:

                                               UNITED REFINING COMPANY



                                               By: /s/ Myron Turfitt
                                                   ----------------------------
                                               Title: President
                                                      -------------------------


                                       11
<PAGE>   12


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE



$12,857,143*                                                    January 31, 2000
* (Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY OF
PENNSYLVANIA, a Pennsylvania corporation (the "Borrower"), HEREBY
UNCONDITIONALLY PROMISES TO PAY to the order of NATIONAL BANK OF CANADA (the
"Bank") the principal amount of each Revolving Credit Loan made by the Bank to
the Borrower pursuant to the Credit Agreement referred to below, the aggregate
principal amount of which Revolving Credit Loans at any time outstanding shall
not exceed the U.S. dollar amount first above mentioned provided, however, that
as of January 1, 2001 such U.S. dollar amount first above mentioned shall be
automatically reduced to $10,000,000 less the amount of any intervening
reductions in the Revolving Credit Commitments made pursuant to the terms of the
Credit Agreement), payable on the Expiration Date, subject to mandatory
prepayment as provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, Kiantone Pipeline
Corporation, the Banks and PNC Bank, National Association, as the Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Banks failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.



                                       12
<PAGE>   13

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived)
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       13
<PAGE>   14


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]



                                                    BORROWER:

                                                    UNITED REFINING COMPANY
                                                    OF PENNSYLVANIA


                                                    By: /s/ Myron Turfitt
                                                        ------------------------
                                                    Title: President
                                                           ---------------------




                                       14
<PAGE>   15


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$12,857,143*                                                    January 31, 2000
 (Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned) KIANTONE PIPELINE CORPORATION, a
New York corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of NATIONAL BANK OF CANADA (the "Bank") the principal amount of each
Revolving Credit Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below, the aggregate principal amount of which Revolving
Credit Loans at any time outstanding shall not exceed the U.S. dollar amount
first above mentioned (provided, however, that as of January 1,2001 such U.S.
dollar amount first above mentioned shall be automatically reduced to
$10,000,000 less the amount of any intervening reductions in the Revolving
Credit Commitments made pursuant to the terms of the Credit Agreement), payable
on the Expiration Date, subject to mandatory prepayment as provided in the
Credit Agreement.

         The Borrower further promises to pay interest and fee on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, United Refining
Company of Pennsylvania, the Banks and PNC Bank, National Association, as the
Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower. Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       15
<PAGE>   16

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]




                                       16
<PAGE>   17


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                            BORROWER:

                                            KIANTONE PIPELINE CORPORATION



                                            By: /s/ Myron Turfitt
                                                ----------------------------
                                            Title: President
                                                   -------------------------










                                       17
<PAGE>   18

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$19,285,714*                                                    January 31, 2000
*(Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY) a
Pennsylvania corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO
PAY to the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank") the principal
amount of each Revolving Credit Loan made by the Bank to the Borrower pursuant
to the Credit Agreement referred to below, the aggregate principal amount of
which Revolving Credit Loans at any time outstanding shall not exceed the U.S.
dollar amount first above mentioned (provided, however, that as of January 1,
2001 such U.S. dollar amount first above mentioned shall be automatically
reduced to $15,000,000 less the amount of any intervening reductions in the
Revolving Credit Commitments made pursuant to the terms of the Credit
Agreement), payable on the Expiration Date, subject to mandatory prepayment as
provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company of Pennsylvania,
Kiantone Pipeline Corporation, the Banks and PNC Bank, National Association, as
the Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower. Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       18
<PAGE>   19

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.


                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       19
<PAGE>   20

                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                                BORROWER:

                                                UNITED REFINING COMPANY



                                                By: /s/ Myron Turfitt
                                                    --------------------------
                                                Title: President
                                                       -----------------------




                                       20
<PAGE>   21


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$19,285,714*                                                    January 31, 2000
*(subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY OF
PENNSYLVANIA, a Pennsylvania corporation (the "Borrower"), HEREBY
UNCONDITIONALLY PROMISES TO PAY to the order of PNC BANK, NATIONAL ASSOCIATION
(the "Bank") the principal amount of each Revolving Credit Loan made by the Bank
to the Borrower pursuant to the Credit Agreement referred to below, the
aggregate principal amount of which Revolving Credit Loans at any time
outstanding shall not exceed the U.S. dollar amount first above mentioned
(provided, however, that as of January 1,2001 such U.S. dollar amount first
above mentioned shall be automatically reduced to $15,000,000 less the amount of
any intervening reductions in the Revolving Credit Commitments made pursuant to
the terms of the Credit Agreement), payable on the Expiration Date, subject to
mandatory prepayment as provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company of Pennsylvania,
Kiantone Pipeline Corporation, the Banks and PNC Bank, National Association, as
the Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       21
<PAGE>   22

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.




                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       22
<PAGE>   23


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                               BORROWER:

                                               UNITED REFINING COMPANY
                                               OF PENNSYLVANIA


                                               By: /s/ Myron Turfitt
                                                   --------------------------
                                               Title: President
                                                      -----------------------




                                       23
<PAGE>   24


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$19,285,714*                                                    January 31, 2000
 *(Subject to automatic reduction as of
January 1, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, KIANTONE PIPELINE CORPORATION, a
New York corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank") the principal amount of
each Revolving Credit Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below, the aggregate principal amount of which
Revolving Credit Loans at any time outstanding shall not exceed the U.S. dollar
amount first above mentioned (1) provided, however, that as of January 1, 2001
such U.S. dollar amount first above mentioned shall be automatically reduced to
$15,000,000 less the amount of any intervening reductions in the Revolving
Credit Commitments made pursuant to the terms of the Credit Agreement), payable
on the Expiration Date, subject to mandatory prepayment as provided in the
Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, United Refining
Company of Pennsylvania, the Banks and PNC Bank, National Association, as the
Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower, Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       24
<PAGE>   25

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       25
<PAGE>   26


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                                BORROWER:

                                                KIANTONE PIPELINE CORPORATION



                                                By: /s/ Myron Turfitt
                                                    ------------------------
                                                Title: President
                                                       ---------------------




                                       26
<PAGE>   27


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$12,857,143*                                                     January 31,2000
 *(Subject to automatic reduction as of
January I, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY, a
Pennsylvania corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO
PAY to the order of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank") the
principal amount of each Revolving Credit Loan made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below, the aggregate principal
amount of which Revolving Credit Loans at any time outstanding shall not exceed
the U.S. dollar amount first above mentioned (1) provided, however, that as of
January 1, 2001 such U.S. dollar amount first above mentioned shall be
automatically reduced to $10,000,000 less the amount of any intervening
reductions in the Revolving Credit Commitments made pursuant to the terms of the
Credit Agreement), payable on the Expiration Date, subject to mandatory
prepayment as provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, United Refining
Company of Pennsylvania, the Banks and PNC Bank, National Association, as the
Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower, Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       27
<PAGE>   28

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       28
<PAGE>   29


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                                   BORROWER:

                                                   UNITED REFINING COMPANY



                                                   By: /s/ Myron Turfitt
                                                       ------------------------
                                                   Title: President
                                                          ---------------------




                                       29
<PAGE>   30


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$12,857,143*                                                     January 31,2000
 *(Subject to automatic reduction as of
January I, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, UNITED REFINING COMPANY OF
PENNSYLVANIA, a Pennsylvania corporation (the "Borrower"), HEREBY
UNCONDITIONALLY PROMISES TO PAY to the order of MANUFACTURERS AND TRADERS TRUST
COMPANY (the "Bank") the principal amount of each Revolving Credit Loan made by
the Bank to the Borrower pursuant to the Credit Agreement referred to below, the
aggregate principal amount of which Revolving Credit Loans at any time
outstanding shall not exceed the U.S. dollar amount first above mentioned (1)
provided, however, that as of January 1, 2001 such U.S. dollar amount first
above mentioned shall be automatically reduced to $10,000,000 less the amount of
any intervening reductions in the Revolving Credit Commitments made pursuant to
the terms of the Credit Agreement), payable on the Expiration Date, subject to
mandatory prepayment as provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, United Refining
Company of Pennsylvania, the Banks and PNC Bank, National Association, as the
Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower, Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       30
<PAGE>   31

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]





                                       31
<PAGE>   32


                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                             BORROWER:

                                             UNITED REFINING COMPANY
                                             OF PENNSYLVANIA


                                             By: /s/ Myron Turfitt
                                                 ---------------------------
                                             Title: President
                                                    ------------------------









                                       32
<PAGE>   33

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE


$12,857,143*                                                     January 31,2000
 *(Subject to automatic reduction as of
January I, 2001, as provided herein)



         FOR VALUE RECEIVED, the undersigned, KIANTONE PIPELINE CORPORATION, a
New York corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank") the principal
amount of each Revolving Credit Loan made by the Bank to the Borrower pursuant
to the Credit Agreement referred to below, the aggregate principal amount of
which Revolving Credit Loans at any time outstanding shall not exceed the U.S.
dollar amount first above mentioned (1) provided, however, that as of January 1,
2001 such U.S. dollar amount first above mentioned shall be automatically
reduced to $10,000,000 less the amount of any intervening reductions in the
Revolving Credit Commitments made pursuant to the terms of the Credit
Agreement), payable on the Expiration Date, subject to mandatory prepayment as
provided in the Credit Agreement.

         The Borrower further promises to pay interest and fees on the unpaid
principal amount of each Revolving Credit Loan from the date of such Revolving
Credit Loan until such principal amount is paid in full, at the rates and at the
times set forth in the Credit Agreement dated as of June 9, 1997, (as amended,
restated, modified or otherwise supplemented from time to time, the "Credit
Agreement"), among the Borrower, United Refining Company, United Refining
Company of Pennsylvania, the Banks and PNC Bank, National Association, as the
Agent.

         All principal, interest, and fees are payable in lawful money of the
United States of America in immediately available funds to the Principal Office
of the Agent.

         If an Event of Default has occurred and is continuing, then the
Borrower shall pay interest on: (i) the entire principal amount of the then
outstanding Revolving Credit Loans; and (ii) all other obligations due and
payable by the Borrower to the Bank pursuant to the Credit Agreement, payable on
demand, at an interest rate per annum equal to the Base Rate plus two percent
(2%) per annum.

         In the event the interest rate hereunder exceeds the maximum permitted
by law, then the Revolving Credit Loans shall automatically bear interest, in
accordance herewith at the maximum rate permitted by law.

         The Bank is authorized but not required to record the date and amount
of each Revolving Credit Loan made, the date and amount of any principal and
interest payment, and the principal balance hereof on any schedule which may be
attached hereto and made a part hereof, and any such recordation shall, in the
absence of manifest error, constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that the Bank's failure to so
record shall not limit the obligations of the Borrower hereunder and under the
Credit Agreement to pay the principal of and fees and interest on the Revolving
Credit Loans.

         This promissory note is one of the Revolving Credit Notes referred to
in the Credit Agreement and evidences the Bank's Revolving Credit Loans to the
Borrower, Capitalized terms used herein but not otherwise defined herein shall
have the respective meanings assigned to them in the Credit Agreement.

         This promissory note is secured by certain collateral more specifically
described in the Credit Agreement and the other Loan Documents.



                                       33
<PAGE>   34

         The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         In accordance with the Credit Agreement, the Borrower agrees to pay all
costs, including reasonable attorneys' fees, incurred by the Agent or the Bank
in enforcing payment hereof.

         This promissory note shall be binding upon, inure to the benefit of,
and be enforceable by the Borrower and the Bank and their respective successors
and assigns, except that the Borrower shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Bank.

         This promissory note shall be governed by the internal law of the
Commonwealth of Pennsylvania.



                         [SIGNATURES BEGIN ON NEXT PAGE]




<PAGE>   35



                            [SIGNATURE PAGE 1 OF 1 TO
                   AMENDED AND RESTATED REVOLVING CREDIT NOTE]




                                                BORROWER:

                                                KIANTONE PIPELINE CORPORATION


                                                By: /s/ Myron Turfitt
                                                    ---------------------------
                                                Title: President
                                                       ------------------------






                                       34