EXHIBIT
10.13 TRADEMARK LICENSE AGREEMENT, DATED NOVEMBER 2, 2000, BETWEEN GETTYTM CORP.
AND GETTY PETROLEUM MARKETING INC.

 

TRADEMARK LICENSE AGREEMENT


          THIS
TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and
made a part hereof, this “License Agreement”), effective as of the Restatement
Effective Date (as defined in the Master Lease (as hereinafter defined)), is
entered into by and between: Getty TM Corp. (hereinafter called “TM”), a
corporation organized and existing under the laws of the State of Maryland,
located at 125 Jericho Turnpike, Jericho, New York 11753; and Getty Petroleum
Marketing Inc. (together with any successors and permitted assignees,
hereinafter called “MARKETING”), a corporation organized and existing under the
laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New
York 11753.


                    WHEREAS,
TM is the owner of certain trademarks, service marks and trade names for use
in, among other businesses, the motor fuels marketing business, as conducted in
certain areas of the United States (defined below as the Licensed Territory);


                    WHEREAS,
the corporate parent of TM, Getty Properties Corp. (f/k/a Getty Realty Corp.)
(hereinafter called “REALTY”), a corporation organized and existing under the
laws of the State of Delaware, has leased and subleased various motor fuels
outlet properties to MARKETING under certain net lease agreements, all of which
net lease agreements have been incorporated, consolidated, amended and restated
as of the date hereof pursuant to that certain Consolidated, Amended and
Restated Master Lease between REALTY, as landlord, and MARKETING, as tenant (as
so incorporated, consolidated, amended and restated, the “Master Lease”);


                    WHEREAS,
TM seeks to license those trademarks, service marks and trade names to
MARKETING for use in its marketing business in the Licensed Territory as
defined below;






                    WHEREAS,
MARKETING seeks to license those trademarks, service marks and trade names from
TM for use in its marketing business in the Licensed Territory as defined
below;


                    NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, the parties agree as follows:


	
 

	
 

	
 


	
 

	
1.

	
DEFINITIONS





                    A.
“Affiliate” means any stockholder of MARKETING that beneficially owns at least
a majority of the then issued and outstanding capital stock of MARKETING or any
wholly-owned or majority-owned subsidiary of MARKETING that are involved in the
Marketing Business (as defined hereinafter).


                    B.
“Branded Gasoline” means gasoline that is sold through a Branded Outlet and is
identified using any of the Licensed Marks.


                    C.
“Branded Outlet” means a retail service station with signage bearing any of the
Licensed Marks and located in the Licensed Territory that is, or is hereafter,
owned or operated by MARKETING or persons that sublicense the Licensed Marks
from MARKETING pursuant to Paragraph 2E hereof.


                    D.
“Licensed Marks” means the trademarks, service marks or trade names listed on
Schedule A attached hereto and as subsequently included pursuant to Paragraph
6D hereof.


                    E.
“Licensed Territory” means all of the states, territories and possessions of
the United States with the exception of Maine, New Hampshire, Vermont,
Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania,
Delaware, Maryland, Virginia and the District of Columbia.


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                    F.
“Marketing Business” means: (i) the purchase, storage, distribution, marketing,
and sale of gasoline, diesel fuel and other related products at wholesale and
through terminals and a retail service station network; and (ii) the operation
of convenience stores.


                    G.
“Material Monetary Default” means the failure to pay to TM royalty fees when
due and payable pursuant to Paragraph 2C herein and unpaid for a period
exceeding ten (10) days after receipt of written notice unless such payments
are then being contested by MARKETING in good faith.


                    H.
“Material Non-Monetary Default” means a material breach or breaches of
MARKETING’s obligations under this License Agreement that reasonably would be
expected to result in a significant and lasting diminution of the value of the
Licensed Marks in the Marketing Business.


                    I.
“Royalty-Paying License Territory” shall mean all of the Licensed Territory
with the exception of West Virginia.


	
 

	
 

	
 


	
 

	
2.

	
GRANT
 OF LICENSE; ROYALTY FEES





                    A.
Subject to the terms and conditions set out herein, TM grants to MARKETING a
non-exclusive, royalty-bearing license to use the Licensed Marks in the
Licensed Territory in connection with its Marketing Business. The license to
use the Licensed Marks in West Virginia shall be royalty free. TM shall not
grant any rights to use any of the Licensed Marks in the Licensed Territory to
any entity to be used in connection with (i) the purchase, storage,
distribution, marketing, or sale of gasoline, diesel fuel and other related
products or (ii) the operation of convenience stores without MARKETING’s prior
written consent, which consent may be withheld if MARKETING reasonably believes
that the entity to whom TM wishes to grant such license would materially
tarnish the image or cause a material adverse impact on the value of the
Licensed Marks. Any license that TM hereinafter grants to


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any
person other than MARKETING to use any of the Licensed Marks in the Marketing
Business in the Licensed Territory shall prohibit the opening and operation of
retail gasoline outlets bearing any of the Licensed Marks within a
one-quarter-mile radius of any Branded Outlet.


                    B.
The royalty rate for the use of the Licensed Marks in the Royalty-Paying
Licensed Territory shall be as follows:


                    if
in a particular calendar year the amount of Branded Gasoline sold in the Licensed
Territory is between 0 and 199,999,999 gallons of Branded Gasoline, inclusive,
the royalty rate shall be $.0035 per gallon of Branded Gasoline sold (i.e.
$35.00 for every ten thousand gallons of Branded Gasoline sold) for that
calendar year;


                    if
in a particular calendar year the amount of Branded Gasoline sold in the
Licensed Territory is between 200,000,000 and 399,999,999 gallons of Branded
Gasoline, inclusive, the royalty rate shall be $.0032 per gallon of Branded
Gasoline sold (i.e. $32.00 for every ten thousand gallons of Branded Gasoline
sold) for that calendar year;


                    if
in a particular calendar year the amount of Branded Gasoline sold in the
Licensed Territory is between 400,000,000 and 599,999,999 gallons of Branded
Gasoline, inclusive, the royalty rate shall be $.0029 per gallon of Branded
Gasoline sold (i.e. $29.00 for every ten thousand gallons of Branded Gasoline
sold) for that calendar year;


                    if
in a particular calendar year the amount of Branded Gasoline sold in the
Licensed Territory is between 600,000,000 and 799,999,999 gallons of Branded
Gasoline, inclusive, the royalty rate shall be $.0026 per gallon of Branded
Gasoline sold (i.e. $26.00 for every ten thousand gallons of Branded Gasoline
sold) for that calendar year;


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                    if
in a particular calendar year the amount of Branded Gasoline sold in the
Licensed Territory is between 800,000,000 and 999,999,999 gallons of Branded
Gasoline, inclusive, the royalty rate shall be $.0023 per gallon of Branded
Gasoline sold (i.e. $23.00 for every ten thousand gallons of Branded Gasoline
sold) for that calendar year; and


                    if
in a particular calendar year the amount of Branded Gasoline sold in the
Licensed Territory is 1,000,000,000 gallons of Branded Gasoline or more, the
royalty rate shall be $.0020 per gallon of Branded Gasoline sold (i.e. $20.00
for every ten thousand gallons of Branded Gasoline sold) for that calendar
year.


                    C.
Within thirty days of the end of each month, MARKETING shall make a monthly
royalty payment to TM, equal to the number of gallons of Branded Gasoline sold
that month in the Licensed Territory, multiplied by the applicable royalty rate
as set forth in Paragraph 2B. In the event that, during any such month, the
amount of Branded Gasoline sold by MARKETING in the Licensed Territory reaches
a gallonage at which the royalty rate decreases pursuant to Paragraph 2B (a
“Gallonage Threshold Event”), then MARKETING shall be entitled to receive a
credit against such month’s royalty payment equal to the product of (a) the
amount of Branded Gasoline sold, in gallons, in the preceding months of such
calendar year, times (b) the difference between the royalty rate used to
compute the royalty fee for the preceding months of such calendar year and the
royalty rate to be used to compute such fee for the calendar month in which the
Gallonage Threshold Event occurs. If the amount of such credit is greater than
the royalty payment due in the month in which the Gallonage Threshold Event
occurs, then such credit shall be applied to the royalty payment for each
subsequent month (whether or not such subsequent month occurs in same calendar
year) until exhausted. Each time a Gallonage Threshold Event occurs in a given
calendar year, the procedure set forth above shall


5






govern
with respect to adjustment of the royalty fees due for such calendar year. In
the event that this License Agreement expires before any such credit has been
exhausted, then, provided that such expiration did not result from any of the
events described in Paragraph 13 hereof, TM shall pay MARKETING a refund within
thirty days of the expiration of this License Agreement.


                    D.
MARKETING and any Affiliate may use and continue to use the name “Getty” in the
name under which it incorporates, organizes or conducts its business and its
subsidiaries’, provided that there is no likelihood of confusion between
MARKETING’s and its subsidiaries’ incorporated name and Getty Properties Corp.
or Getty Realty Corp., and that the use of the name “Getty” in MARKETING’s or
its subsidiaries’ incorporated name does not exceed REALTY’s rights to the name
“Getty”. The parties agree that the use by MARKETING and its subsidiary of the
incorporated names Getty Petroleum Marketing Inc. and Getty Terminals Corp.
does not create any likelihood of confusion. MARKETING or any Affiliate may use
the name “Getty” in combination with the name “Lukoil”, or any variation
thereof, and any other name under which OAO LUKOIL operates, or subsequently
operates, all or part of its operations, in the names under which such entities
incorporate, organize or conduct their respective businesses, provided that
such use of the name “Getty” does not exceed REALTY’s rights to the name
“Getty” and does not create a likelihood of confusion with Getty Properties
Corp. or Getty Realty Corp. The act of combining the name “Lukoil”, or any
stylistic variation thereof, or any other name with the name “Getty” or using such
combined name in commerce shall give no rights to TM to use the names combined
with “Getty”. Upon the request of MARKETING, TM shall execute and deliver to
MARKETING any consents that may be required from time to time by the secretary
of state or similar office of a state, commonwealth or other jurisdiction in
order for MARKETING or any Affiliate to use the name “Getty” in the


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name
under which it incorporates, organizes or conducts its business. MARKETING
accepts the license subject to the terms and conditions of this License
Agreement.


                    E.
Subject to the consent of TM, which consent shall not be unreasonably withheld
or delayed, MARKETING may sublicense the Licensed Marks to retailers or
wholesalers of petroleum and other related products and operators of
convenience stores, including but not limited to service station retailers,
jobbers and distributors, but only subject to the terms and conditions of this
License Agreement, all of which shall be equally binding on the sublicensees.
In determining the reasonableness of a refusal to consent to a sublicense, the
parties shall be guided by the following considerations: (i) the parties shall
not knowingly take any action which would materially tarnish the image or cause
a material adverse impact on the value of the Licensed Marks and (ii) the
parties shall not permit the indiscriminate proliferation of sublicensees which
would reasonably be expected to cause the Licensed Marks to lose significance
as a source of origin. In connection with any sublicense granted hereunder, the
sublicensee shall be required to agree in writing to be bound by and comply all
terms and conditions of this License Agreement, except the obligation to pay
royalty fees hereunder which shall remain the obligation of MARKETING.


                    TM
hereby consents to the sublicensing of the Licensed Marks pursuant to this
Paragraph 2E and authorizes MARKETING to make amendments and revisions in those
sublicenses that are not of a material nature.


                    F.
Nothing in this License Agreement shall be construed as restricting MARKETING’S
ability to (i) purchase, store, distribute, market, or sell gasoline, diesel
fuel and other related products at wholesale and through terminals and a retail
service station network and


7






(ii)
to operate convenience stores in the Licensed Territory, in each case using any
trademark, trade name or service mark other than the Licensed Marks.


	
 

	
 

	
 


	
 

	
3.

	
OWNERSHIP
 OF MARKS





                    MARKETING
acknowledges TM’s ownership of the Licensed Marks in the Licensed Territory.
MARKETING agrees that it will do nothing inconsistent with such ownership and
that all use of the Licensed Marks by MARKETING shall inure to the benefit of,
and be on behalf of, TM. MARKETING agrees that nothing in this License
Agreement shall give MARKETING any right, title or interest in the Licensed
Marks other than the right to use the Licensed Marks in accordance with this
License Agreement. MARKETING agrees that it will not attack the title of TM to the
Licensed Marks or attack the validity of this License Agreement.


	
 

	
 

	
 


	
 

	
4.

	
QUALITY
 STANDARDS





                    MARKETING
agrees that the nature and quality of all services rendered by MARKETING in
connection with the Licensed Marks, all goods sold by MARKETING under the
Licensed Marks, and all related advertising, promotional and other related uses
of the Licensed Marks by MARKETING shall conform to reasonable standards set by
and be under the control of TM. MARKETING agrees that the quality of all such services,
goods, and advertising and promotional materials associated with the Licensed
Marks shall be of the same quality as previously associated with the Licensed
Marks. MARKETING further agrees that the quality of all such services, goods,
and advertising, promotional and other related uses of the Licensed Marks shall
conform with the standards, specifications, and instructions as established by
TM or such subsequent standards, specifications, or instructions reasonably
comparable thereto promulgated by MARKETING subject to the approval of TM, such
approval not to be unreasonably withheld or delayed. MARKETING shall be deemed
to have complied with the


8






quality
standards in existence from time to time under this License Agreement so long
as MARKETING maintains the physical condition of, and the services provided
through, Branded Outlets not materially worse than the physical condition and
level of service generally characteristic on the date hereof of retail service
stations of MARKETING and its sublicensees that use the Licensed Marks. Except
as may be required by law or as reasonably necessary to protect the Licensed
Marks, TM shall not set quality standards higher than those generally
characteristic on the date hereof of services rendered and goods sold through
retail service stations of MARKETING and its sublicensees that use the Licensed
Marks. TM shall not set quality standards for other licensees of the Licensed
Marks that are lower than those set for MARKETING from time to time during the
term of this License Agreement. Without limiting the generality of the
foregoing, MARKETING agrees to comply with the standards, specifications, and
instructions set out in Schedule B hereto, as may be modified from time to time
in accordance with this Paragraph 4. If MARKETING intends to use the Licensed
Marks on a new product within the ambit of a particular registration it shall
request approval for such new product from TM at least thirty (30) days prior
to initiating such new product use, and such approval shall not be unreasonably
withheld by TM. TM shall provide MARKETING with notice of approval or
non-approval, as the case may be, within thirty (30) days of the receipt of the
notice with respect to MARKETING’s intended new product; provided that TM shall
be deemed to have given such approval if TM fails to deliver to MARKETING any
notice within such 30-day period. If TM rejects any proposal to use any of the
Licensed Marks with a new product, then TM shall provide a reasonably detailed
explanation to MARKETING as to why TM found the proposed use of the Licensed
Marks unacceptable. MARKETING may resubmit


9






to
TM, and TM shall give reasonable consideration to, an amended proposal for such
new product.


	
 

	
 

	
 


	
 

	
5.

	
QUALITY
 MAINTENANCE





                    MARKETING
agrees to cooperate with TM in facilitating TM’s control of the nature and
quality of goods, services and related uses associated with the Licensed Marks,
to permit reasonable inspection of MARKETING’s operations once in any
four-month period during normal business hours and upon ten day’s prior written
notice, and to supply TM with specimens of all uses of the Licensed Marks upon
request. TM shall have no right to inspect the books and records of MARKETING
other than those books and records reasonably related to the use of the
Licensed Marks by MARKETING in accordance with the terms of this License
Agreement, and TM shall maintain all such information in the strictest of
confidence. MARKETING shall comply with all applicable laws and regulations,
including, but not limited to laws and regulations applicable to the storage
and sale of gasoline at Branded Outlets and will obtain all appropriate
government approvals pertaining to the sale, distribution and advertising of
goods and services covered by this License Agreement. TM shall have the right
to enter and inspect up to fifteen Branded Outlets in any three-month period,
which number, for purposes of clarification, includes Branded Outlets operated
by sublicensees of the Licensed Marks. TM shall have the right to receive from
MARKETING, upon request and without charge, a reasonable number of samples of
products sold by MARKETING as well as labels, promotional materials,
advertising materials, sales materials and related materials using any of the
Licensed Marks.


	
 

	
 

	
 


	
 

	
6.

	
FORM
 OF USE





                    A.
MARKETING agrees to use the Licensed Marks only in the form, manner and trade
dress and with appropriate legends as reasonably prescribed from time to time
by TM,


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and
not to use any other trademark, trade name, trade dress, or service mark in
combination with any of the Licensed Marks without prior written approval of
TM. TM hereby approves of the use of the Licensed Marks in combination with
other trademarks, trade names, trade dress, or service marks set out in
Schedule C.


                    B.
MARKETING shall submit to TM for prior approval all new or revised labels that
are a material departure from those presently used at least sixty (60) days
prior to initiating use of a revised or new label. TM’s approval shall not be
unreasonably withheld or delayed. TM shall provide MARKETING with notice of
approval or non-approval, as the case may be, within thirty (30) days of the
receipt of the notice with respect to MARKETING’s intended new or revised
label; provided that TM shall be deemed to have given such approval if TM fails
to deliver to MARKETING any notice within such 30-day period. If TM rejects any
proposal to use any new or revised labels, then TM shall provide a reasonably
detailed explanation to MARKETING as to why TM found the proposed labels
unacceptable, and MARKETING may resubmit to TM, and TM shall give reasonable
consideration to, any amended proposal for such new or revised label.


                    C.
If during the term of this Agreement TM owns or obtains the right to use any
trademark, service mark or trade name that incorporates the name “Getty” and is
associated with the Marketing Business, TM promptly shall give written notice
of such new trademark, service mark or trade name to MARKETING, and upon the
written request of MARKETING, such trademark, service mark or trade name shall
become a Licensed Mark. The royalty rate shall not be increased as a result of
the addition of such trademark, service mark or trade name as a Licensed Mark.


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7.

	
TRADEMARK
 NOTICES





                    MARKETING
will utilize on its products bearing the Licensed Marks, packaging and
advertising, whatever lawful notice is reasonably requested in writing by TM in
order to protect the Licensed Marks and properly designate TM’s legal ownership
thereof. Without limiting the foregoing, MARKETING agrees to utilize, where
commercially practicable, a notice sufficient to indicate that each of the
utilized Licensed Marks is a registered trademark of TM. If TM does not request
a particular trademark notice, MARKETING shall utilize such notice as in the
opinion of its counsel is appropriate in order to protect the Licensed Marks
and properly designate TM’s legal ownership thereof and the fact of
registration thereof. However, MARKETING shall advise TM of each such intended
notice, and make any changes thereto reasonably requested by TM.


	
 

	
 

	
 


	
 

	
8.

	
APPROVAL
 AND PROTECTION OF THE LICENSED MARKS





                    In
discharging their respective rights and obligations with respect to Paragraphs
4, 5, 6, or 7 above, the parties shall be guided by the following
consideration: The parties shall not knowingly take any action which would
materially tarnish the image or cause a material adverse impact on the value of
the Licensed Marks including, without limitation, the indiscriminate
proliferation of uses of the Licensed Marks which would cause any of the
Licensed Marks to lose significance as a source of origin. If there is any
dispute as to either party’s obligations with respect to Paragraphs 4, 5, 6, or
7 above, or the application thereof, the parties shall promptly consult to
resolve the matter. If the parties cannot resolve the matter, the dispute shall
be submitted to arbitration in accordance with Paragraph 15 below and the arbitrator
in that case shall be guided by the same considerations described above in this
Paragraph 8.


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9.

	
CONFLICTING
 TRADEMARKS





                    MARKETING
will not at any time adopt or use, without TM’s prior written consent, any
word, mark, or designation which is similar or likely to be confused with any
of the Licensed Marks.


	
 

	
 

	
 


	
 

	
10.

	
FUTURE
 DOCUMENTS, RECORDING

 AND TRADEMARK MAINTENANCE





                    A.
The parties agree to cooperate in the execution and delivery, from time to time,
throughout the term of this License Agreement, of any documents that may be
reasonably required or desirable to effectuate and carry out the purpose and
intent of this License Agreement. Such documents shall include instruments
required to file, renew, protect, perfect and/or maintain the Licensed Marks
and TM’s ownership therein, or to provide for the granting of any license
hereunder. Without limiting the generality of the foregoing, TM shall enter
MARKETING or its local designee or cause MARKETING or its local designee to be
entered as a registered user of the Licensed Marks wherever necessary or
desirable, and MARKETING and/or its local designee shall, upon written request,
execute such registered user agreements.


                    B.
Except as provided in Paragraph 11B below with respect to infringement of the
Licensed Marks by third parties, TM shall take such action as is reasonably
required or desirable to obtain and maintain appropriate protection of the
Licensed Marks applicable to MARKETING’s business. Except as provided in
Paragraph 11B below, with respect to infringement of the Licensed Marks by
third parties, TM shall bear the full cost of all trademark filings, renewals,
registered user entries and actions to protect, perfect or maintain the
Licensed Marks applicable to the Marketing Business, including the attorney’s
and local agent’s fees, taxes, government filing and other fees.


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11.

	
INFRINGEMENT
 AND OTHER ACTIONS





                    A.
The parties shall promptly notify each other of any claim that is asserted, and
of any action or proceeding that is threatened or commenced, in which a third
party (i) challenges MARKETING’s right to use any of the Licensed Marks, (ii)
alleges that any Licensed Mark infringes the trademark or trade name rights of
such third party, or (iii) in which the revocation, cancellation or declaration
of invalidity of any of the Licensed Marks is sought. TM and MARKETING shall
consult with respect to each such claim, action, or proceeding, the assertion
of counterclaims thereto and the settlement thereof and shall jointly defend,
in the name of TM and/or in the name of MARKETING, each such action or
proceeding that is commenced. If an action or proceeding brought by a third
party concerns the registrations and/or products of both TM and MARKETING, both
TM and MARKETING shall be responsible for their pro rata share of legal
expenses incurred in defending such action or proceeding, said pro rata share
to be determined by the proportion of products and/or registrations at issue in
the third party action or proceeding. If there is a disagreement as to the
appropriate pro rata share of legal expenses to be borne by each party, the
matter shall be submitted to arbitration in accordance with Paragraph 15 below.
If the claim or action concerns only products (other than claims pertaining to
the Licensed Marks) and/or registrations of MARKETING, MARKETING shall bear all
legal expenses incurred in defending such actions and proceedings and bear all
damages and costs, if any, recovered by the third party.


                    B.
TM and MARKETING will each undertake commercially reasonable efforts to learn
of any unauthorized uses of the Licensed Marks. Promptly upon receiving notice
or knowledge thereof, the parties shall notify each other of any infringement
or other violation by a third party of any of the Licensed Marks. TM and
MARKETING shall consult with respect to any such infringement, and any action
or proceeding, including opposition and cancellation


14






actions,
that may be brought against such infringement. TM shall exercise its discretion
with respect to taking appropriate action including the bringing of actions at
TM’s expense in the name of TM and/or MARKETING, but shall not be obligated to
take any action or institute any proceedings. If such action or proceeding is
commenced by TM, it shall promptly notify MARKETING and MARKETING shall
cooperate, including the defense of counterclaims, and TM shall bear the
expenses of MARKETING except for fees charged by any attorneys retained solely
by MARKETING in connection with such cooperation. MARKETING shall be given an
opportunity to participate with counsel of its choice bearing its own legal and
other costs.


                    In
the event that TM determines not to commence such action or proceeding at its
expense, it shall promptly notify MARKETING. MARKETING may then, at its
expense, initiate such action or proceedings in its capacity as a licensee of
such Licensed Marks, provided however, that MARKETING must obtain the prior
written approval of TM regarding commencement of such action, such consent not
to be unreasonably withheld. The foregoing notwithstanding, in the event of any
unauthorized use of the Licensed Marks by one of MARKETING’S sublicensees,
MARKETING shall undertake efforts to cause the unauthorized use to stop. In the
event those efforts are unsuccessful, MARKETING shall, at its expense, initiate
such action or proceedings in its capacity as a licensee of such Licensed Marks
with respect to such unauthorized use. TM shall cooperate with MARKETING in any
such proceeding or action, including the defense of any counterclaims, and
MARKETING shall bear the expenses of TM, except for fees charged by any
attorneys retained solely by TM in connection with such cooperation. TM may, if
not a party, join in, with counsel of its own choice, bearing its own legal and
other costs. The party bringing any action or proceeding under this
sub-paragraph (B) shall keep the other party informed of the proceedings and
give the other


15






party
an opportunity to participate in any settlements, but the final decision
whether to settle the action or proceeding shall be made by the party bringing
the action or proceeding, subject to the approval of TM (if not a party), such
approval not to be unreasonably withheld. If within ten (10) business days or
such shorter time period as shall be reasonably practicable under the
circumstances TM does not approve a proposed settlement recommended by
MARKETING in good faith, TM shall be deemed to have taken over responsibility
for the action or proceeding, including subsequent legal fees, awards against
TM or MARKETING and expenses relating thereto. No settlement by either party
shall bind the other to make any payment or suffer any loss of existing or
future rights without such other party’s consent, which shall not be
unreasonably withheld. Any recovery in such action or proceeding shall be
applied first to reimburse the party or parties for its or their legal expenses
in maintaining such action or proceeding. The excess shall belong to the party
maintaining the action or proceeding at the time such recovery is awarded. If
the action is brought jointly and the recovery is not sufficient to reimburse
TM and MARKETING for their legal expenses in such action, the unreimbursed
portion of such legal expenses shall be borne equally by each party.


	
 

	
 

	
 


	
 

	
12.

	
TERM





                    This
License Agreement shall continue in force and effect until fifteen years from
the effective date of this License Agreement unless sooner terminated as
provided for herein. This License Agreement shall be automatically renewed when
and to the extent that the Master Lease is extended. All extended terms of this
License Agreement shall be coterminous with the Master Lease.


	
 

	
 

	
 


	
 

	
13.

	
TERMINATION
 AND BREACH





                    This
License Agreement shall be terminated upon (a) the voluntary filing by
MARKETING of a bankruptcy petition or an involuntary bankruptcy proceeding
having been


16






commenced
and not stayed or terminated within 120 days of such commencement or (b) the
termination of the Master Lease in accordance with its terms. TM shall have the
right to terminate this License Agreement upon (a) a Material Monetary Default
or (b) the determination that a Material Non-Monetary Default has occurred, as
provided in this Paragraph 13, and such Material Non-Monetary Default has not
been cured by MARKETING within one year of such determination or within thirty
(30) days of such determination if the breach giving rise to such Material
Non-Monetary Default constitutes commingling as described in Section 1 of
Schedule B attached hereto. TM’s only remedy with respect to breaches by
MARKETING other than Material Monetary Defaults and Material Non-Monetary
Defaults shall be to seek damages or injunctive relief. In the event of any
breach or threatened breach of this License Agreement or a claimed Material
Non-Monetary Default, notice shall be given and the parties shall promptly
consult in good faith to cure such breach, with the party at fault being given
an adequate period of time to remedy the matter. If such breach or claimed
Material Non-Monetary Default is not cured within sixty (60) days of the
notice, the matter may be submitted to arbitration in accordance with Paragraph
15 below, which may include a determination whether a material breach or
Material Non-Monetary Default, as the case may be, has occurred and/or been
cured. In the event the arbitrator determines that a material breach has
occurred, the arbitrator shall not be authorized to terminate this License
Agreement but shall be authorized to issue any other order or award any other
relief deemed appropriate, including, without limitation, injunctive relief.


	
 

	
 

	
 


	
 

	
14.

	
EFFECT
 OF TERMINATION





                    Upon
termination of this License Agreement, MARKETING agrees (a) to immediately
discontinue all use of the Licensed Marks and any term confusingly similar
thereto, and to delete the same from its corporate or business name; (b) to
cooperate with TM or its


17






appointed
agent to apply to the appropriate authorities to cancel any recording of this
License Agreement from all government records; (c) to use reasonable best
efforts to destroy or cause the destruction of all printed materials and signs
bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks
and the good will connected therewith shall remain the property of TM; (e) to
cause all sublicenses to terminate and (f) to use reasonable best efforts to
cause all sublicensees to immediately discontinue all use of the Licensed Marks
and any term confusingly similar thereto, and to delete the same from their
respective business names, if applicable. Notwithstanding the foregoing,
MARKETING and its sublicensees may continue to sell all goods bearing any of
the Licensed Marks on packaging in inventory at the time this License Agreement
is terminated for a period of 30 days, and MARKETING shall continue to pay to
TM any royalty fees that become due and payable pursuant to Paragraph 2B
herein.


	
 

	
 

	
 


	
 

	
15.

	
ARBITRATION





                    Any
controversy or claim arising out of, or relating to this License Agreement or
its interpretation, performance or nonperformance or any breach thereof, which
the parties are unable to resolve between themselves, shall first be submitted
to a single arbitrator who shall be knowledgeable in marketing and trademark
matters. The arbitrator shall be mutually appointed by the parties, and shall
not be bound by rules of the American Arbitration Association, but shall adopt
such procedures as shall appear appropriate to expedite decision making, in
order that disputes may be resolved within commercially reasonable time
periods. If the parties cannot agree on the selection of the arbitrator, the
arbitrator shall be selected by The American Arbitration Association. Each
party shall bear its own costs in any such proceeding. The decision of the
arbitrator shall be final and binding upon the parties and may be enforced in
any court of competent jurisdiction.


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16.

	
REPRESENTATIONS
 AND WARRANTIES





                    TM
hereby represents and warrants to Marketing that: (a) TM has title to the
Licensed Marks in the Licensed Territory free and clear of any liens and
encumbrances; (b) to TM’s knowledge, the Licensed Marks do not infringe any
trademark or other proprietary or intellectual property right of any third
party; (c) TM has the right, power and authority to enter into this License
Agreement and to perform all of TM’s obligations hereunder; (d) TM has not
granted to any third party a license for the Licensed Property that would
conflict with the rights granted to MARKETING hereunder; and (e) to TM’s
knowledge the Licensed Marks are the only trademarks, service marks or trade
names that incorporate the name “Getty” in the Marketing Business.


	
 

	
 

	
 


	
 

	
17.

	
GENERAL
 PROVISIONS





                    A.
Assignability: This license may be assigned by either party 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. Without the prior written consent of TM, MARKETING shall be
permitted to assign this License Agreement to any majority-owned subsidiary of
MARKETING or a wholly-owned subsidiary of Lukoil Americas Corporation, provided
that the Master Lease is also assigned to any such subsidiary. Apart from any
assignment permissible under the preceding sentences of this Paragraph 16A,
MARKETING may not otherwise, assign the license granted herein or the
obligations undertaken herein without the prior written consent of TM, which
consent shall not be unreasonably withheld or delayed.


                    B.
Notices: Any notice, approval, consent or other communication required or
permitted hereunder shall be in writing and shall be given by personal delivery
or telecopy, with acknowledgement of receipt, or by prepaid registered mail,
return receipt requested,


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addressed
to the party at its address first above written, to the attention of its
General Counsel, or to any other address that either party may subsequently
designate, by notice in accordance with this paragraph. Notices and other
communications hereunder shall be deemed effective one (1) day after dispatch,
if personally delivered or telecopied, and three (3) days after dispatch, if
posted, subject to proof of delivery.


                    C.
Waiver: The waiver by any party of a breach or default of any provision of this
License Agreement by the other party shall not constitute a waiver by such
party of any succeeding breach of the same or other provision; nor shall any
delay or omission on the part of either party to exercise or avail itself of
any right, power or privilege that it has or may have hereunder, operate as a
waiver of any such right, power or privilege by such party.


                    D.
Governing Law: This License Agreement shall be governed by, subject to and
construed under the laws of the State of New York.


                    E.
Unenforceability: In the event that any term, clause or provision of this
License Agreement shall be construed to be or adjudged invalid, void or
unenforceable, such term, clause or provision shall be construed as severed
from this License Agreement, and the remaining terms, clauses and provisions
shall remain in effect.


                    F.
Association: The parties, by this License Agreement, do not intend to create a
partnership, principal/agent, master/servant, franchisor/franchisee, or joint venture
relationship, and nothing in this License Agreement shall be construed as
creating such a relationship between the parties. The parties agree that this
License Agreement does not create any franchise relationship between them that
is subject to the provisions of the Petroleum Marketing Practices Act or any
similar state or local government law.


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                    G.
Counterparts: This License Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all such
counterparts together shall constitute one and the same instrument.


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                    IN
WITNESS WHEREOF, the parties hereto have caused this License Agreement to be
executed as of the day and year first above written.


	
 

	
 

	
 


	
 

	
GETTY
 TM CORP.


	
 

	
 

	
 


	
 

	
By:

	
/s/
 John Fitteron


	
 

	
 

	



	
 

	
Name:
 John Fitteron 


	
 

	
Title:
 Senior Vice President


	
 

	
 

	
 


	
 

	
GETTY
 PETROLEUM MARKETING INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/
 Leo Liebowitz


	
 

	
 

	



	
 

	
Name:
 Leo Liebowitz 


	
 

	
Title:
 Chairman and Chief Executive Officer





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