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 of Pennsylvania (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 Initial Notes). The Companys 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 the signature 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 the Closing 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 this Agreement 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 the registration requirements of the Act.

In connection with the sale 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 any amendment 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 by reference therein.

Representations and Warranties.    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, at the 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, not misleading; 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 conformity with 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 has registered $200 million in aggregate principal amount of 10 ¹/2% Senior Notes due 2012 under the Act, which notes have 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, their Affiliates and each person acting on their behalf has complied with the offering restrictions requirement of Regulation S.

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