EXHIBIT 10.9 FORM OF TAX SHARING AGREEMENT
BETWEEN GETTY PETROLEUM CORP (NOW KNOWN AS GETTY. PROPERTIES CORP.) AND GETTY
PETROLEUM MARKETING INC.

 

TAX SHARING AGREEMENT


          TAX
SHARING AGREEMENT, dated as of      , 1997, among Getty Petroleum Corp., a Delaware
corporation (“Getty”), Getty Petroleum Marketing Inc., a Maryland corporation
(“Marketing”), and their direct and indirect subsidiaries which are listed on
the signature pages below. References herein to a “party” (or “parties”) to
this Agreement, shall refer to Getty, Marketing and, where appropriate and the
context so requires, their subsidiaries.


          WHEREAS,
Getty and its subsidiaries have joined in the filing of consolidated federal
Tax Returns and certain consolidated, combined or unitary state or local Tax
Returns; and


          WHEREAS,
Getty and Marketing have entered into that certain Reorganization and
Distribution Agreement, dated as of the date hereof (the “Distribution
Agreement”), pursuant to which Getty will distribute all of the outstanding
common stock in Marketing to its stockholders in a transaction intended to
qualify for tax-free treatment under section 355 of the Code (the “Spin-off”);
and


          WHEREAS,
pursuant to the Distribution Agreement, Marketing and its subsidiaries will
leave the Pre-Spin-off Group; and


          WHEREAS,
in connection with the Spin-off, Getty will change its name to Getty Realty
Corp. (“Realty”) and will be referred to herein as Getty or Realty, as the context
requires; and


          WHEREAS,
the parties hereto wish to provide for (i) allocations of, and indemnifications
against, certain liabilities for Taxes, (ii) the preparation and filing of Tax
Returns on a basis consistent with prior practice and the payment of Taxes with
respect thereto, and (iii) certain related matters;


          NOW
THEREFORE, in consideration of their mutual promises, the parties hereby agree
as follows:


	
 

	
 

	
 


	
          1. DEFINITIONS.





          When
used herein the following terms shall have the following meanings:


          “Affiliate”
— with respect to any corporation (the “given corporation”), each person,
corporation, partnership or other entity that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with, the given corporation. For purposes of this definition, “control”
means the possession, directly or indirectly, of 50% or more of the voting
power or value of outstanding voting interests.


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          “Affiliated
Group” — an affiliated group of corporations within the meaning of section
1504(a) of the Code for the Taxable Period or, for purposes of any state income
tax matters, any consolidated, combined or unitary group of corporations within
the meaning of the corresponding provisions of tax law for the state in
question.


          “Closing”
— the time at which the Spin-off shall become effective on the Closing Date.


          “Closing
Date” — the date on which the Spin-off is effected by Getty.


          “Code”
— the Internal Revenue Code of 1986, as amended, or any successor thereto, as
in effect for the Taxable Year in question.


          “Combined
Jurisdiction” — for any Taxable Period, any state, local or foreign
jurisdiction in which Getty or a Getty Affiliate is included in a consolidated,
combined, unitary or similar return with Getty or any Getty Affiliate for state
or local Tax purposes.


          “Distribution
Agreement” — as defined in the preamble to this Agreement.


          “Final
Determination” — (i) a decision, judgment, decree, or other order by a court
of competent jurisdiction, which has become final and unappealable; (ii) a
closing agreement or accepted offer in compromise under Code Sections 7121 or
7122, or comparable agreements under the laws of other jurisdictions; (iii) any
other final settlement with the IRS or other Taxing Authority; or (iv) the
expiration of an applicable statute of limitations.


          “Getty”—
as defined in the preamble to this Agreement.


          “Information
Return(s)” — with respect to any corporation or Affiliated Group, any and all
reports, returns, declarations or other filings (other than Tax Returns)
required to be supplied to any Tax Authority.


          “IRS”
— the Internal Revenue Service.


          “Marketing” —
as defined in the preamble to this Agreement.


          “Marketing
Group” — Marketing and each corporation that joins with Marketing in filing a
consolidated federal income tax return for any Post-Closing Taxable Period. For
purposes of this Agreement, the Marketing Group shall exist from the beginning
of the day immediately after the Closing Date.


          “Marketing
Member” — a corporation that was a Pre-Spin-off Member and becomes a member of
the Marketing Group at the beginning of the day immediately after the Closing
Date.


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          “Net
Tax(es)” — Taxes (as defined herein) less any related interest or penalty
attributed to such Taxes.


          “Overdue
Rate” — a rate of interest per annum that equals the 30-day LIBOR rate plus
400 basis points.


          “Post-Closing
Straddle Period” — with respect to any Straddle Period, the period beginning
on the day after the Closing Date and ending on the last day of such Taxable
Year.


          “Post-Closing
Taxable Period” — a Taxable Year that begins on or after the day immediately
after the Closing Date.


          “Pre-Closing
Straddle Period” — with respect to any Straddle Period, the period beginning
on the first day of such Taxable Year and ending on the close of business on
the Closing Date.


          “Pre-Closing
Taxable Period” — a Taxable Year that ends at or before the close of business
on the Closing Date.


          “Preliminary
Transactions” — those certain transactions occurring on or before the Closing
Date that are described as “Preliminary Transactions” in the request for
rulings filed with the IRS, dated as of March 12, 1996, as supplemented by
subsequent submissions.


          “Pre-Spin-Off
Affiliate” — any Affiliate of any Pre-Spin-Off Member.


          “Pre-Spin-off
Group” — Getty and each corporation that joined with Getty in filing a
consolidated federal income tax return for any Pre-Closing Taxable Period. For
purposes of this Agreement, the Pre-Spin-off Group shall terminate at the close
of business on the Closing Date.


          “Pre-Spin-off
Member” — a corporation that was a member of the Pre-Spin-off Group at the
close of business on the Closing Date.


          “Realty” —
as defined in the preamble to this Agreement.


          “Realty
Group” — Realty and each corporation that joins with Realty in filing a
consolidated federal income tax return for any Post-Closing Taxable Period. For
purposes of this Agreement, the Realty Group shall exist from the beginning of
the day immediately after the Closing Date.


          “Realty
Member” — a corporation that was immediately before the Spin-off a
Pre-Spin-off Member and becomes a member of the Realty Group at the beginning
of the day immediately after the Closing Date.


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          “Representative”
— with respect to any person or entity, any of such person’s or entity’s
directors, officers, employees, agents, consultants, accountants, attorneys and
other advisors.


          “Separate
Return Basis” — the Tax liability for the Marketing Group (or any Marketing
Member) calculated with Marketing as the common parent of the Affiliated Group
and without regard to any Realty Members.


          “Spin-off”
— as defined in the Preamble to this Agreement.


          “Straddle
Period” — any Taxable Year beginning before and ending after the close of
business on the Closing Date.


          “Tax(es)”
— with respect to any corporation or group of corporations, any and all taxes
based upon or measured by net income, gross income, gross receipts (when levied
in lieu of an income tax) or alternative minimum taxable income, capital or net
worth, or motor fuel taxes, regardless of whether denominated as an “income
tax,” a “franchise tax” or otherwise, imposed by any Taxing Authority, whether
any such tax is imposed directly or through withholding, together with any
interest and any penalty, addition to tax or additional amount.


          “Taxable
Period” — a Pre-Closing Taxable Period, a Post-Closing Taxable Period or a
Straddle Period.


          “Taxable
Year” — a taxable year (which may be shorter than a full calendar or fiscal
year), year of assessment or similar period with respect to which any Tax may
be imposed.


          “Tax
Benefit(s)” — (i) in the case of a Tax for which a consolidated federal, or a
consolidated, combined or unitary state or other, Tax Return is filed, the
amount by which the Tax liability of the Affiliated Group or other relevant
group of corporations is actually reduced on a “with and without” basis (by
deduction, entitlement to refund, credit, offset or otherwise, whether
available in the current Taxable Year, as an adjustment to taxable income in
any other Taxable Year or as a carryforward or carryback, and including the
effect of such reduction on other Taxes), plus any interest received with
respect to any related Tax refund, and (ii) in the case of any other Tax, the
amount by which the Tax liability of a corporation is actually reduced on a
“with and without” basis (as a result of a deduction, entitlement to refund,
credit, offset or otherwise, whether available in the current Taxable Year, or
as an adjustment to taxable income in any other Taxable Year or as a
carryforward or carryback, and including the effect of such reduction on other
Taxes), plus any interest received with respect to any related Tax refund.


          “Taxing
Authority” — the IRS and any other domestic or foreign governmental authority
responsible for the administration of any Tax.


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          “Tax
Practices” — the most recently applied policies, procedures and practices
employed by the Pre-Spin-off Group in the preparation and filing of, and
positions taken on, any Tax Returns of Getty or any Pre-Spin-off Member or
Pre-Spin-off Affiliate for any Pre-Closing Taxable Period.


          “Tax
Return(s)” — with respect to any corporation or Affiliated Group, all returns,
reports, estimates, information statements, declarations and other filings
relating to, or required to be filed in connection with, the payments or refund
of any Tax for any Taxable Period.


	
 

	
 

	
 


	
          2.
 OBLIGATIONS,
 RESPONSIBILITIES AND RIGHTS OF REALTY AND MARKETING.





                    (a)
Preparation and Filing of Tax Returns.


                              (i)
By Realty. Realty shall prepare and timely file (or cause to be prepared and
timely filed):


                                        (A)
all Tax Returns and Information Returns of the Pre-Spin-off Group and any
Pre-Spin-off Member that are required to be filed on or before the Closing Date
(without regard to extensions of time);


                                        (B)
all Tax Returns and Information Returns of the Pre-Spin- off Group and any
Pre-Spin-off Member for all Pre-Closing Taxable Periods that are not required
to be filed on or before the Closing Date (without regard to extensions of
time);


                                        (C)
all Tax Returns and Information Returns of the Realty Group and any Realty
Member for all Straddle Periods and Post-Closing Taxable Periods; and


                                        (D)
all Tax Returns and Information Returns with respect to Pre-Closing Taxable
Periods or Straddle Periods not otherwise required to be filed by Realty or
Marketing pursuant to this Section 2(a)(i) and Section 2(a) (ii).


                              (ii)
By Marketing. Marketing shall prepare and timely file (or cause to be prepared
and timely filed):


                                        all
Tax Returns and Information Returns of the Marketing Group and any Marketing
Member for all Straddle Periods and Post-Closing Taxable Periods.


                    (b)
Provision of Filing Information. Each party shall cooperate and assist the
other party in the preparation and filing of all Tax and Information Returns
subject to Section 2(a) and submit to the other party (i) all necessary filing
information in a manner consistent with past Tax Practices and (ii) all other
information reasonably requested by the other party in connection with the
preparation of such Tax and Information Returns promptly after such request.


                    (c)
Taxable Year. Marketing and Realty agree that, for Tax purposes, (i) each
Marketing Member shall be included in the consolidated federal Tax Return of
the Pre-


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Spin-off
Group for the Taxable Year of such Marketing Member that includes the close of
business on the Closing Date (and in all corresponding consolidated, combined
or unitary state or other Tax Returns of the Pre-Spin-off Group) and (ii) the
Marketing Group and each Marketing Member shall begin a new Taxable Year for
purposes of such federal and, to the extent permitted by law, state Taxes on
the day after the Closing Date. The parties further agree that, to the extent
permitted by applicable law, all federal, state or other Tax Returns shall be
filed consistently with that position.


                    (d)
Straddle Period Taxes.


                              (i)
For purposes of this Agreement, Taxes shall be allocated between the Pre- and
Post-Closing Straddle Periods under a method selected by Realty (including a
ratable method) permitted under applicable law.


                              (ii)
Realty shall pay to Marketing within fourteen (14) days after receipt of an
executed Straddle Period Tax Return prepared by Marketing pursuant to Section
2(a)(ii), the excess of any amount so allocated (based on the amount of Tax
shown on such Tax Return) to the Pre-Closing Straddle Period over the amount of
any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant
Taxing Authority prior to the Closing Date; or Marketing shall pay to Realty
within fourteen (14) days after the filing of such Tax Return the excess of the
amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the
relevant Taxing Authority prior to the Closing Date over the amount so
allocated to such Period.


                    (e)
Payment of Taxes. Realty shall pay (i) all Taxes shown to be due and payable on
all Tax Returns filed by Realty pursuant to Section 2(a)(i) here of and (ii)
subject to Section 3, all Taxes that shall thereafter become due and payable
with respect to all Tax Returns filed pursuant to Section 2(a) (i) as a result
of a Final Determination. Marketing shall pay all Taxes attributable to all Tax
Returns filed by Marketing pursuant to Section 2(a)(ii) hereof.


                    (f)
Amendments to Tax Returns. No Tax Returns for any Pre-Closing Taxable Periods
may be amended without Realty’s and Marketing’s consent, which consent shall
not be unreasonably withheld.


                    (g)
Refunds of Taxes and Tax Benefits.


                              (i)
Realty shall be entitled to any refund of Taxes and any Tax Benefits realized
as a result of a Final Determination with respect to all Tax Returns filed by
Realty pursuant to Section 2(a)(i). Marketing shall be entitled to any refund
with respect to all Tax Returns filed by Marketing pursuant to Section
2(a)(ii). Any such refunds attributable to a Straddle Period shall be allocated
between the Pre-Closing Straddle Period and Post-Closing Straddle Period on a
basis consistent with the method used to allocate the Tax liability for such
Straddle Period. With respect to Straddle Period Tax Returns prepared by
Marketing pursuant to Section 2(a)(ii), Realty shall be entitled to any refund
attributable to a Pre-Closing Straddle Period.


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                              (ii)
If Realty or any Realty Member receives a Tax refund or Tax Benefit to which
Marketing or any Marketing Member is entitled pursuant to this Agreement,
Realty shall pay (in accordance with Section 4) the amount of such Tax refund
or Tax Benefit to Marketing within fourteen (14) days of receipt thereof.


                              (iii)
Except as otherwise provided in this Agreement, if Marketing or any Marketing
Member receives a Tax refund or Tax Benefit to which Realty or any Realty
Member is entitled pursuant to this Agreement, Marketing shall pay (in
accordance with Section 4) the amount of such Tax refund or Tax Benefit
(including any interest received thereon) to Realty within fourteen (14) days
of receipt thereof.


                    (h)
Carrybacks. Marketing shall not file any carryback claim for federal Taxes or
state or local Taxes in a Combined Jurisdiction for the Marketing Group or any
Marketing Member into a Pre-Closing Taxable Period without the prior written
consent of Realty, which consent shall not be unreasonably withheld.


	
 

	
 

	
 


	
          3.
 INDEMNIFICATION.





                    (a)
By Realty.


                              (i)
Taxes. Except as provided in Section 3(b), Realty shall indemnify and hold
Marketing and Marketing Members harmless against any and all (A) Taxes
attributable to all Tax Returns filed by Realty pursuant to Section 2(a)(i),
(B) with respect to Straddle Period Tax Returns prepared by Marketing pursuant
to Section 2(a)(ii), Taxes attributable to Pre-Closing Straddle Periods as
shown on such Tax Returns, and (C) Taxes attributable to the Spin-off or the
Preliminary Transactions.


                              (ii)
Liability Under Treasury Regulation Section 1.1502-6. Except as provided in
Sections 3(a)(i) and 3(b), Realty shall indemnify and hold Marketing and the
Marketing Members harmless against each and every liability for Taxes of the
Pre-Spin-off Group under Treasury Regulation Section 1.1502-6 or any similar
law, rule or regulation administered by any Taxing Authority.


                    (b)
By Marketing. Marketing shall indemnify and hold Realty and Realty Members
harmless against any and all Taxes attributable to all Tax Returns filed by
Marketing pursuant to Section 2(a)(ii) (but excluding Taxes attributable to
Pre-Closing Straddle Periods that are shown on any Straddle Period Tax
Returns).


                    (c)
Certain Reimbursements. Marketing (or Realty, as the case may be) shall notify
Realty (or Marketing) of any Taxes paid by the Marketing Group or any Marketing
Member (or the Realty Group or any Realty Member) which are subject to
indemnification under this Section 3. To the extent not otherwise provided in
this Section 3, any other notification contemplated by this Section 3(c) shall
include a detailed calculation (including, if applicable, separate allocations
of such Taxes between Pre- and Post-Closing Taxable Periods and Pre- and
Post-Closing Straddle Periods and supporting work papers) and a brief
explanation of the basis for indemnification hereunder. Whenever a notification
described in this Section


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3(c)
is given, the notified party shall pay the amount requested in such notice to
the notifying party in accordance with Section 4, but only to the extent that
the notified party agrees with such request. To the extent the notified party
disagrees with such request, it shall, within 20 business days, so notify the
notifying party, whereupon the parties shall use their best efforts to resolve
any such disagreement. Any payment made after such 20 business day period shall
include interest from the date such payment would have been made under Section
4 based upon the original notice given by the notifying party, at the Overdue
Rate calculated as of such date.


                    (d)
Other Indemnifications. Notwithstanding the foregoing, the indemnification
provisions in this Agreement shall not restrict the scope of any other
indemnification provisions between any Realty Member and any Marketing Member
as set forth in any other intercompany agreements entered into in connection
with the Spin-off or the Preliminary Transactions, including, but not limited
to, the Distribution Agreement.


	
 

	
 

	
 


	
          4.
 METHOD, TIMING AND CHARACTER OF PAYMENTS REQUIRED BY THIS AGREEMENT.





                    (a)
Payment in Immediately Available Funds; Interest. All payments made pursuant to
this Agreement shall be made in immediately available funds. Except as
otherwise provided herein, any payment not made within fourteen (14) days of
when due shall thereafter bear interest from the date such payment was due at
the Overdue Rate calculated as of such date.


                    (b)
Characterization of Payments. Any payment (other than interest thereon) made
hereunder by Realty to Marketing or by Marketing to Realty shall be treated by
all parties for Tax purposes to the extent permitted by law, and for accounting
purposes to the extent permitted by generally accepted accounting principles,
as non-taxable dividend distributions or capital contributions, as the case may
be, made prior to the close of business on the Closing Date.


	
 

	
 

	
 


	
          5.
 TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY.





                    (a)
Provision of Cooperation, Documents and Other Information. Upon the reasonable request
of any party to this Agreement, Realty and Marketing shall provide (and shall
cause the members of their respective Affiliated Groups to provide) the
requesting party, promptly upon request, with such cooperation and assistance,
documents, and other information, without charge, as may reasonably be
requested by such party in connection with (i) the preparation and filing of
any original or amended Tax Return, (ii) the conduct of any audit or other
examination or any judicial or administrative proceeding involving to any
extent Taxes or Tax Returns within the scope of this Agreement, or (iii) the
verification by a party of an amount payable hereunder to, or receivable
hereunder from, another party. Such cooperation and assistance shall include,
without limitation: (i) the provision on demand of books, records, Tax Returns,
documentation or other information relating to any relevant Tax Return; (ii)
the execution of any document that may be necessary or reasonably helpful in
connection with the filing of any Tax Return, or in connection with any audit,
proceeding, suit or action of the type generally referred to in the preceding
sentence, including, without limitation, the execution of powers of attorney
and extensions of applicable statutes of limitations, with respect to Tax


8






Returns
which Realty may be obligated to file on behalf of Marketing Members pursuant
to Section 2(a); (iii) the prompt and timely filing of appropriate claims for
refund; and (iv) the use of reasonable efforts to obtain any documentation from
a governmental authority or a third party that may be necessary or helpful in
connection with the foregoing. Each party shall make its employees and
facilities available on a mutually convenient basis to facilitate such
cooperation.


                    (b)
Retention of Books and Records. Realty, each Realty Member, Marketing and each
Marketing Member shall retain or cause to be retained all Tax Returns, and all
books, records, schedules, workpapers, and other documents relating thereto,
until the expiration of the later of (i) all applicable statutes of limitations
(including any waivers or extensions thereof), and (ii) any retention period
required by law or pursuant to any record retention agreement. The parties
hereto shall notify each other in writing of any waivers, extensions or
expirations of applicable statutes of limitations. The parties shall provide
written notice of any intended destruction of the documents referred to in this
subsection. A party giving such a notification shall not dispose of any of the
foregoing materials without first offering to transfer possession thereof to
all notified parties.


                    (c)
Status and Other Information Regarding Audits and Litigation. Each party shall
use reasonable efforts to keep the other party advised, as to the status of Tax
audits and litigation involving any issue relating to any Taxes, Tax Returns or
Tax Benefits subject to indemnification under this Agreement. To the extent
relating to any such issue, each party shall promptly furnish the other party
copies of any inquiries or requests for information from any Taxing Authority
or any other administrative, judicial or other governmental authority, as well
as copies of any revenue agent’s report or similar report, notice of proposed
adjustment or notice of deficiency.


                    (d)
Confidentiality of Documents and Information. Except as required by law or with
the prior written consent of the other party, all Tax Returns, documents,
schedules, work papers and similar items and all information contained therein,
which Tax Returns and other materials are within the scope of this Agreement,
shall be kept confidential by the parties hereto and their Representatives,
shall not be disclosed to any other person or entity and shall be used only for
the purposes provided herein.


	
 

	
 

	
 


	
          6.
 CONTESTS
 AND AUDITS.





                    (a)
Notification of Audits or Disputes. Upon the receipt by a party of notice of
any pending or threatened Tax audit or assessment which may affect the
liability for Taxes that are subject to indemnification hereunder, such party
shall promptly notify the other party in writing of the receipt of such notice.


                    (b)
Control and Settlement. Realty shall have the right and obligation to control,
and to represent the interests of all affected taxpayers in, any Tax audit or
administrative, judicial or other proceeding relating, in whole or in part, to
any Pre-Closing Taxable Period or any other Taxable Period for which Realty is
responsible, in whole or in part, for Taxes under Sections 2(e) and (3), and to
employ counsel of its choice; provided, however, that, with respect to such
issues that may cause an indemnity payment, Realty (i) shall in good faith


9






consult
with Marketing as to the handling and disposition of such issues and (ii) shall
not enter into any settlement that impacts Marketing or any Marketing Member
for any taxable period without the written consent of Marketing, which consent
shall not be unreasonably withheld; and provided, further, that Marketing shall
deliver to Realty a written response to any notification by Realty of a
proposed settlement within ten days of the receipt of such notification. If
Marketing fails to so respond within such ten day period, Marketing shall be
deemed to have consented to the proposed settlement.


                    (c)
Delivery of Powers of Attorney and Other Documents. Marketing shall execute and
deliver to Realty, promptly upon request, powers of attorney authorizing Realty
to extend statutes of limitations, receive refunds, negotiate settlements and
take such other actions that Realty reasonably considers to be appropriate in
exercising its control rights pursuant to Section 6(b), and any other documents
reasonably necessary to effect the exercising of such control rights.


          7.
MISCELLANEOUS.


                    (a)
Effectiveness. This Agreement shall be effective from and after the Closing
Date and shall survive until the expiration of any applicable statute of
limitations; provided, however, that this Agreement shall terminate immediately
upon a termination of the Distribution Agreement in accordance with the terms
of Section 11.07 thereof and thereafter this Agreement shall be of no further
force and effect.


                    (b)
Entire Agreement. This Agreement contains the entire agreement among the
parties hereto with respect to the subject matter hereof. This Agreement
terminates and supersedes, on a prospective basis only, any and all other
sharing or allocation agreements with respect to Taxes in effect at the time
between the Pre-Spin-off Group and the Marketing Members, but shall not affect
any such agreement to the extent applicable only among Realty Members.


                    (c)
Guarantees of Performance. Realty and Marketing hereby guarantee the complete
and prompt performance by the members of their respective Affiliated Groups of
all of their obligations and undertakings pursuant to this Agreement. If,
subsequent to the close of business on the Closing Date, either Realty or
Marketing shall be acquired by another entity such that 50% or more of its
common stock is in common control with such acquirer, such acquirer shall, by
making such acquisition, simultaneously agree to jointly and severally
guarantee the complete and prompt performance by the acquired corporation and
any Affiliate of the acquired corporation of all of their obligations and
undertakings pursuant to this Agreement.


                    (d)
Severability. In case any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable, the enforceability of
the remaining provisions hereof shall not in any way be affected or impaired
thereby. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions hereof without including any of such which may


10






hereafter
be declared invalid, void or unenforceable. In the event that any such term,
provision, covenant or restriction is hereafter held to be invalid, void or
unenforceable, the parties hereto agree to use their best efforts to find and
employ an alternate means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.


                    (e)
Indulgences, etc. Neither the failure nor any delay on the part of any party
hereto to exercise any right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any
other or further exercise of the same or any other right, nor shall any waiver
of any right with respect to any occurrence be construed as a waiver of such
right with respect to any other occurrence.


                    (f)
Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York without regard to the conflict
of law principles thereof.


                    (g)
Notices. All notices and other communications hereunder shall be in writing and
shall be delivered by hand or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice) and shall be deemed
given on the date on which such notice is received:


	
 

	
 

	
 


	
 

	
To
 Marketing:


	
 

	
 

	
 


	
 

	
 

	
Getty
 Petroleum Marketing, Inc.


	
 

	
 

	
125
 Jericho Turnpike Jericho,


	
 

	
 

	
New
 York 11753


	
 

	
 

	
Attention:
 ___________________


	
 

	
 

	
 


	
 

	
To
 Getty:


	
 

	
 

	
 


	
 

	
 

	
Getty
 Realty Corp.


	
 

	
 

	
125
 Jericho Turnpike


	
 

	
 

	
Jericho,
 New York 11753


	
 

	
 

	
Attention:
 ___________________





                    (h)
Modification or Amendment. This Agreement may be amended at any time by written
agreement executed and delivered by duly authorized officers of Marketing and
Realty.


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                    (i)
Successors and Assigns. A party’s rights and obligations under this Agreement
may be assigned to the successor in interest or assignee of substantially all
of its business or assets, or the surviving party of any merger or consolidation
to which it is a party, provided that the assignee of any assignment assumes
all the assignor’s obligations hereunder. Apart from any assignment permissible
under the preceding sentence, a party’s rights and obligations under this
Agreement may not be assigned without the prior written consent of the other
party. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.


                    (j)
No Third-Party Beneficiaries. This Agreement is solely for the benefit of the
parties to this Agreement and their respective Affiliates and should not be
deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without this Agreement.


                    (k)
Other. This Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all of such
counterparts shall together constitute one and the same instrument. The section
numbers and captions herein are for convenience of reference only, do not
constitute part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.


                    (l)
Predecessors and Successors. To the extent necessary to give effect to the
purposes of this Agreement, any reference to any corporation, Affiliated Group
or member of an Affiliated Group shall also include any predecessors or
successors thereto, by operation of law or otherwise.


                    (m)
Tax Elections. Nothing in this Agreement is intended to change or otherwise
affect any previous tax election made by or on behalf of the Pre-Spin-off Group
(including the election with respect to the calculation of earnings and profits
under Code Section 1552 and the regulations thereunder). Realty, as common
parent of the Realty Group, shall continue to have discretion, reasonably
exercised, to make any and all elections with respect to all members of the
Pre-Spin-off Group for all Pre-Closing Taxable Periods for which it is
obligated to file Tax or Information Returns under Section 2(a)(i).


                    (n)
Injunctions. The parties acknowledge that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with its specific terms or were otherwise breached. The parties
hereto shall be entitled to an injunction or injunctions to prevent breaches
hereto and to enforce specifically the terms and provisions hereof in any court
having jurisdiction; such remedy shall be in addition to any other remedy
available at law or in equity.


                    (o)
Further Assurances. Subject to the provisions hereof, the parties hereto shall
make, execute, acknowledge and deliver such other instruments and documents,
and take all such other actions, as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate the transactions
contemplated hereby. Subject to the provisions hereof, each party shall, in
connection with entering into this Agreement, performing its obligations
hereunder and taking any and all actions relating hereto, comply with all


12






applicable
laws, regulations, orders and decrees, obtain all required consents and
approvals and make all required filings with any governmental agency, other
regulatory or administrative agency, commission or similar authority and
promptly provide the other party with all such information as it may reasonably
request in order to be able to comply with the provisions of this sentence.


                    (p)
Costs and Expenses. Unless otherwise specifically provided herein, each party
agrees to pay its own costs and expenses resulting from the fulfillment of its
respective obligations hereunder.


                    (q)
Rules of Construction. Any ambiguities shall be resolved without regard to
which party drafted the Agreement.


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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or have
caused this Agreement to be duly executed on their respective behalf by their
respective officers thereunto duly authorized, as of the day and year above
written.


	
 

	
 

	
 

	
 

	
 


	
 

	
GETTY
 PETROLEUM CORP.


	
 

	
 


	
 

	
By: 


	
 

	
 

	



	
 

	
Name: 


	
 

	
 

	
 

	
 

	



	
 

	
Title: 


	
 

	
 

	
 

	



	
 

	
 


	
 

	
[Subsidiaries
 — To be supplied.]


	
 

	
 

	
 

	
 

	
 


	
 

	
By: 


	
 

	
 

	



	
 

	
Name: 


	
 

	
 

	
 

	
 

	



	
 

	
Title: 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
GETTY
 PETROLEUM MARKETING INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
By: 


	
 

	
 

	



	
 

	
Name: 


	
 

	
 

	
 

	
 

	



	
 

	
Title: 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
[Subsidiaries
 — To be supplied.]


	
 

	
 

	
 

	
 

	
 


	
 

	
By: 


	
 

	
 

	



	
 

	
Name: 


	
 

	
 

	
 

	
 

	



	
 

	
Title: 


	
 

	
 

	
 

	



	
 


	
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