REGISTRATION RIGHTS AGREEMENT

Dated as of February 17, 2005

by and among

UNITED REFINING COMPANY

THE SUBSIDIARY GUARANTORS NAMED HEREIN

and

CITIGROUP GLOBAL MARKETS INC.,

as the Initial Purchaser

This Registration Rights Agreement (the Agreement) is made and entered into as of February 17, 2005 by and among UNITED REFINING COMPANY, a Pennsylvania corporation (the Company), the SUBSIDIARY GUARANTORS (as defined herein) and CITIGROUP GLOBAL MARKETS INC. as the initial purchaser (the Initial Purchaser). The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser to purchase $25,000,000 of the Companys 10% Senior Notes due 2012 under the Purchase Agreement, dated as of February 10, 2005 (the Purchase Agreement), by and among the Company, the Subsidiary Guarantors and the Initial Purchaser.

The Company, the Subsidiary Guarantors and the Initial Purchaser hereby agree as follows:

DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act:    The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

Action:    As defined in Section 8(c) of this Agreement.

Broker-Dealer:    Any broker or dealer registered under the Exchange Act.

Closing Date:    The date that the Notes are purchased by the Initial Purchaser pursuant to the Purchase Agreement.

Commission:    The Securities and Exchange Commission.

Consummate:    A Registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) of this Agreement and (iii) the delivery by the Company to the Registrar under the Indenture of New Notes in the same aggregate principal amount as the aggregate principal amount of Old Notes that were so tendered.

Damages Payment Date:    With respect to the Notes, each Interest Payment Date.

Effectiveness Target Date:    As defined in Section 5 of this Agreement.

Exchange Act:    The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

Exchange Offer:    The registration under the Act by the Company and the Subsidiary Guarantors of the New Notes pursuant to a Registration Statement pursuant to which the Company and the Subsidiary Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Old Notes that are Transfer Restricted Securities held by such Holders for New Notes in an aggregate principal amount equal to the aggregate principal amount of the Old Notes that are Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales:    The transactions in which the Initial Purchaser proposes to sell the Notes to (i) certain qualified institutional buyers, as such term is defined in Rule 144A under the Act, (ii) to a limited number of certain institutional accredited investors, as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Act and (iii) other eligible purchasers pursuant to Regulation S under the Act.

Holders:    As defined in Section 2(b) of this Agreement.

Indenture:    The Indenture, dated as of August 6, 2004, by and among the Company, the Subsidiary Guarantors and The Bank of New York, as trustee (the Trustee), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with its terms.

Initial Purchaser:    Citigroup Global Markets Inc.

Interest Payment Date:    As defined in the Notes.

NASD:    National Association of Securities Dealers, Inc.

New Notes:    The Companys 10% Senior Notes due 2012 to be issued pursuant to the Indenture in connection with the Exchange Offer and evidencing the same debt as the Old Notes, including the guarantees by the Subsidiary Guarantors.

Notes:    Old Notes and New Notes.

Old Notes:    The Companys 10% Senior Notes due 2012 to be issued pursuant to the Indenture on the Closing Date, including the guarantees by the Subsidiary Guarantors.

Person:    An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments and supplements thereto, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such Prospectus.

Registration Default:    As defined in Section 5 of this Agreement.

Registration Statement:    Any registration statement of the Company and the Subsidiary Guarantors relating to (a) an offering of New Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement that is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including pre- and post-effective amendments) and all exhibits and material incorporated by reference or deemed to be incorporated by reference, if any, therein.

Shelf Filing Deadline:    As defined in Section 4(a) of this Agreement.

Shelf Registration Statement:    As defined in Section 4(a) of this Agreement.

Subsidiary:    With respect to any Person, any other Person of which a majority of the equity ownership or the voting securities is at the time owned, directly or indirectly, by such Person or by one or more other subsidiaries of such Person or a combination thereof.

Subsidiary Guarantors:    Each Subsidiary of the Company that, pursuant to the Indenture, is, or is required to become, a guarantor of the obligations of the Company under the Notes and the Indenture.

TIA:    The Trust Indenture Act of 1939, as amended (15 U.S.C. Section 77aaa-77bbbb), as in effect on the date of the Indenture.

Transfer Restricted Securities:    Each Note until the earliest to occur of (i) the date on which each such Old Note has been exchanged by a person other than a Broker-Dealer for a New Note in the Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Exchange Offer of an Old Note for a New Note, the date on which such New Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act.

Underwritten Registration or Underwritten Offering:    A registration in which securities of the Company are sold to an underwriter for reoffering to the public pursuant to an effective Registration Statement.

SECURITIES SUBJECT TO THIS AGREEMENT

Transfer Restricted Securities.    The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

Holders of Transfer Restricted Securities.    A Person is deemed to be a holder of Transfer Restricted Securities (each, a Holder) whenever such Person beneficially owns Transfer Restricted Securities.

REGISTERED EXCHANGE OFFER

Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permissible under applicable federal law or Commission policy, the Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission as soon as practicable on or prior to 135 days after the Closing Date, a Registration Statement under the Act relating to the New Notes and the Exchange Offer and (ii) use their best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable on or prior to 225 days after the Closing Date. In connection with the foregoing, the Company and the Subsidiary Guarantors shall (A) file all pre-effective amendments to such Registration Statement as may be necessary to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Act, (C) cause all necessary filings in connection with the registration and qualification of the New Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however, that the Company and the Subsidiary Guarantors shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject) and (D) upon the effectiveness of such Registration Statement, commence the Exchange Offer and use their best efforts to issue on or prior to 45 days after the date on which such Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the New Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of New Notes held by Broker-Dealers as contemplated by Section 3(c) below. If, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect.

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