5.1.21
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EMPLOYEE
BENEFIT PLAN DISCLOSURES
SCHEDULE 5.1.23
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ENVIRONMENTAL
DISCLOSURES
SCHEDULE 7.2.1
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PERMITTED INDEBTEDNESS
SCHEDULE
7.2.4
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EXISTING INVESTMENTS
EXHIBITS
EXHIBIT
1.1(A)(1)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY
AGREEMENT
EXHIBIT 1.1(Q)(ii)
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WAREHOUSEMAN'S WAIVER
EXHIBIT
1.1(R)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(W)
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WIRE
TRANSFER AGREEMENT
EXHIBIT 2.4.1
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REVOLVING CREDIT LOAN REQUEST
EXHIBIT 7.2.6
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ACQUISITION NOTICE CERTIFICATE
EXHIBIT 7.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT 7.3.4
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BORROWING
BASE CERTIFICATE
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AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 12, 2002 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"), COUNTRY FAIR, INC., a Pennsylvania corporation ("Country Fair")
and hereinafter together with Kiantone, United Refining and United Refining PA
sometimes collectively referred to as the "Borrowers" and individually as a
"Borrower"), KWIK-FILL CORPORATION, a Pennsylvania corporation (as a Guarantor),
the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its
capacity as agent for the Banks under this Agreement (hereinafter referred to in
such capacity as the "Agent").
WITNESSETH:
WHEREAS, the Borrowers have requested the Banks to provide a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$100,000,000; and
WHEREAS, the revolving credit facility shall be used for capital expenditures,
permitted acquisitions and for working capital and general corporate purposes;
and
WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
CERTAIN DEFINITIONS
Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Account shall mean any account, contract right, general intangible, chattel
paper, instrument or document representing any right to payment for goods sold
(as such terms are defined in the Uniform Commercial Code) or services rendered,
whether or not earned by performance and whether or not evidenced by a contract,
instrument or document, which is now owned or hereafter acquired by a Loan
Party. All Accounts, whether Qualified Accounts or not, shall be subject to the
Banks' Prior Security Interest.
Account Debtor shall mean any Person who is or who may become obligated to a
Borrower under, with respect to, or on account of, an Account.
Acquisition Consideration shall mean with respect to any Permitted Acquisition,
the aggregate of (i) the cash paid by any of the Loan Parties, directly or
indirectly, to the seller in connection therewith, (ii) the Indebtedness
incurred or assumed by any of the
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Loan Parties, whether in favor of the seller or otherwise and whether fixed or
contingent, (iii) any Guaranty given or incurred