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EXHIBIT 99.4
UNITED REFINING COMPANY
OFFER TO EXCHANGE ITS 10 3/4% SERIES B SENIOR NOTES
DUE 2007 WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING 10 3/4% SERIES A SENIOR NOTES DUE 2007
To Our Clients:
Enclosed for your consideration is a Prospectus, dated 1997
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") of United Refining
Company (the "Company") to exchange its 10 3/4% Series B Senior Notes due 2007
which have been registered under the Securities Act of 1933, as amended, for its
outstanding 10 3/4% Series A Senior Notes due 2007 (the "Original Notes"), upon
the terms and subject to the conditions described in the Prospectus. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated June 9, 1997, among
the Company, the Subsidiary Guarantors, Dillon, Read & Co., Inc. and Bear,
Stearns & Co., Inc.
This material is being forwarded to you as the beneficial owner of the
Original Notes carried by us in your account but not registered in your name. A
TENDER OF ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Original Notes held by us for your account, pursuant
to the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Original Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 p.m., New York City time, on , 1997, unless extended by the
Company. Any Original Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Notes.
2. The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The Exchange
Offer--Certain Conditions to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Original
Notes from the holder to the Company will be paid by the Company,
except as otherwise provided in the Instructions in the Letter of
Transmittal.
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4. The Exchange Offer expires at 5:00 p.m., New York City
time, on , 1997, unless extended by the Company.
If you wish to have us tender your Original Notes, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER EXISTING NOTES.
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INSTRUCTIONS WITH RESPECT TO
EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by United
Refining Company with respect to its Original Notes.
This will instruct you to tender the Original Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and related Letter of Transmittal.
Please tender the Original Notes held by you for my account as
indicated below:
Aggregate Principal Amount
at Maturity of Original Notes
10 3/4% Series A Senior Notes due 2007 _____________________________________
Please do not tender any Original Notes held by you for my account.
Dated: ________________, 1997 ________________________________________
________________________________________
Signature
________________________________________
________________________________________
Please print name(s) here
________________________________________
________________________________________
Address(es)
________________________________________
Area Code and Telephone Number
________________________________________
Tax I.D. or Social Security No(s).
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None of the Original Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Original Notes held by
us for your account.
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