EXHIBIT 10.8 FORM OF REORGANIZATION AND
DISTRIBUTION AGREEMENT BETWEEN GETTY PETROLEUM CORP. (NOW KNOWN AS GETTY
PROPERTIES CORP.) AND GETTY PETROLEUM MARKETING INC. DATED AS OF FEBRUARY 1,
1997.



REORGANIZATION AND
DISTRIBUTION AGREEMENT

between

GETTY PETROLEUM CORP.

and

GETTY PETROLEUM MARKETING INC.

dated as of

February 1, 1997

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TABLE OF CONTENTS

|                                                          |    |                                                               |   
|--------------------------------------------------------- | -- | ------------------------------------------------------------- | --
|ARTICLE I - DEFINITIONS                                   | 2 
|                                                          |    |                                                               |   
|Section 1.01                                              |    | General                                                       | 2 
|Section 1.02                                              |    | Terms
 Defined Elsewhere in Agreement                         | 14
|                                                          |    |                                                               |   
|                                                          |    |                                                               |   
|ARTICLE
 II - TRANSFER OF ASSETS                          | 14
|                                                          |    |                                                               |   
|Section 2.01                                              |    | Merger
 of Aero into Getty                                    | 14
|Section 2.02                                              |    | Transfer
 of Assets to Marketing                              | 14
|Section 2.03                                              |    | Transfers
 Not Effected Prior to the Distribution             | 15
|Section 2.04                                              |    | Cooperation
 Regarding Assets                                 | 16
|Section 2.05                                              |    | No
 Representations or Warranties; Consents                   | 17
|Section 2.06                                              |    | Conveyancing
 and Assumption Instruments                      | 18
|                                                          |    |                                                               |   
|                                                          |    |                                                               |   
|ARTICLE
 III - ASSUMPTION AND SATISFACTION OF LIABILITIES | 21
|                                                          |    |                                                               |   
|Section 3.01                                              |    | Assumption
 and Satisfaction of Liabilities                   | 21
|                                                          |    |                                                               |   
|                                                          |    |                                                               |   
|ARTICLE
 IV - THE DISTRIBUTION                            | 21
|                                                          |    |                                                               |   
|Section 4.01                                              |    | Cooperation
 Prior to the Distribution                        | 21
|Section 4.02                                              |    | Getty
 Board Action; Conditions Precedent to the Distribution | 22
|Section 4.03                                              |    | The
 Distribution                                             | 24
|                                                          |    |                                                               |   
|ARTICLE
 V - INDEMNIFICATION                              | 24
|                                                          |    |                                                               |   
|Section 5.01                                              |    | Indemnification
 by Getty                                     | 24
|Section 5.02                                              |    | Indemnification
 by Marketing                                 | 25
|Section 5.03                                              |    | Insurance
 Proceeds                                           | 25
|Section 5.04                                              |    | Procedure
 for Indemnification                                | 26
|Section 5.05                                              |    | Remedies
 Cumulative                                          | 30
|Section 5.06                                              |    | Survival
 of Indemnities                                      | 30

i

---



|                                                  |    |                                                           |   
|------------------------------------------------- | -- | --------------------------------------------------------- | --
|ARTICLE
 VI - CERTAIN ADDITIONAL MATTERS          | 30
|                                                  |    |                                                           |   
|Section 6.01                                      |    | Marketing
 Board                                          | 30
|Section 6.02                                      |    | Resignations;
 Getty Board                                | 31
|Section 6.03                                      |    | Certificate
 Charter and Bylaws                           | 31
|Section 6.04                                      |    | Employee
 Stock Ownership Plan                            | 31
|Section 6.05                                      |    | Certain
 Post-Distribution Transactions                   | 32
|Section 6.06                                      |    | Corporate
 Name                                           | 33
|                                                  |    |                                                           |   
|ARTICLE
 VII - ACCESS TO INFORMATION AND SERVICES | 33
|                                                  |    |                                                           |   
|Section 7.01                                      |    | Provision
 of Corporate Records                           | 33
|Section 7.02                                      |    | Access
 to Information                                    | 34
|Section 7.03                                      |    | Production
 of Witnesses                                  | 34
|Section 7.04                                      |    | Reimbursement                                             | 35
|Section 7.05                                      |    | Retention
 of Records                                     | 35
|Section 7.06                                      |    | Confidentiality                                           | 35
|Section 7.07                                      |    | Privileged
 Matters                                       | 36
|                                                  |    |                                                           |   
|ARTICLE
 VIII - INSURANCE                         | 39
|                                                  |    |                                                           |   
|Section 8.01                                      |    | Policies
 and Rights Included Within the Marketing Assets | 39
|Section 8.02                                      |    | Post-Distribution
 Date Claims                            | 40
|Section 8.03                                      |    | Administration
 and Reserves                              | 40
|Section 8.04                                      |    | Agreement
 for Waiver of Conflict and Shared Defense      | 42
|Section 8.05                                      |    | Surety
 Bonds and Letters of Credit                       | 42
|                                                  |    |                                                           |   
|ARTICLE
 IX - MISCELLANEOUS                       | 43
|                                                  |    |                                                           |   
|Section 9.01                                      |    | Complete
 Agreement; Construction                         | 43
|Section 9.02                                      |    | Expenses                                                  | 44
|Section 9.03                                      |    | Governing
 Law                                            | 44
|Section 9.04                                      |    | Notices                                                   | 44
|Section 9.05                                      |    | Amendments                                                | 45
|Section 9.06                                      |    | Successors
 and Assigns                                   | 45
|Section 9.07                                      |    | Termination                                               | 45
|Section 9.08                                      |    | Subsidiaries                                              | 45
|Section 9.09                                      |    | No
 Third-Party Beneficiaries                             | 45
|Section 9.10                                      |    | Titles
 and Headings                                      | 45
|Section 9.11                                      |    | Exhibits
 and Schedules                                   | 46
|Section 9.12                                      |    | Legal
 Enforceability                                     | 46
|Section 9.13                                      |    | Consent
 of Parties                                       | 46

ii

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SCHEDULE OF EXHIBITS

|            |                                                                                         
|----------- | ----------------------------------------------------------------------------------------
|Exhibit
 A: | Getty
 Pro Forma Balance Sheet                                                          
|            |                                                                                         
|Exhibit
 B: | Marketing
 Bylaws - See Exhibit 3.4 to Form 10/A                                        
|            |                                                                                         
|Exhibit
 C: | Marketing
 Restated Articles of Incorporation - See Exhibit 3.2 to Form 10/A            
|            |                                                                                         
|Exhibit
 D: | Marketing
 Pro Forma Balance Sheet                                                      
|            |                                                                                         
|Exhibit
 E: | Master
 Lease between Marketing and Getty - See Exhibit 10.2 to Form 10/A               
|            |                                                                                         
|Exhibit
 F: | Office
 Space License between Getty and Marketing                                       
|            |                                                                                         
|Exhibit
 G: | Services
 Agreement between Marketing and Getty - See Exhibit 10.4 to Form 10/A         
|            |                                                                                         
|Exhibit
 H: | Tax
 Sharing Agreement between Marketing and Getty - See Exhibit 10.3 to Form 10/A      
|            |                                                                                         
|Exhibit
 I: | Trademark
 License Agreement between Marketing and Getty - See Exhibit 10.5 to Form 10/A

iii

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LIST OF SCHEDULES

|                  |                                       
|----------------- | --------------------------------------
|Schedule
 1.01(a) | Environmental
 Liabilities            
|                  |                                       
|Schedule
 1.01(b) | Upgrades                              
|                  |                                       
|Schedule
 1.01(c) | Marketing
 Equipment                  
|                  |                                       
|Schedule
 1.01(d) | Shared
 Policies                      
|                  |                                       
|Schedule
 2.06    | Conveyance
 and Assumption Instruments
|                  |                                       
|Schedule
 4.01    | Consents                              

iv

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___________________, 1997

REORGANIZATION AND DISTRIBUTION
AGREEMENT

This
REORGANIZATION AND DISTRIBUTION AGREEMENT (this Agreement) is made this 1st
day of February, 1997 between Getty Petroleum Corp., a Delaware corporation
(Getty), and Getty Petroleum Marketing Inc. a Maryland corporation and a
wholly-owned subsidiary of Getty (Marketing).

RECITALS

WHEREAS,
Getty, directly and through subsidiaries, (i) acquires, develops, leases and
disposes of real estate (the Real Estate Business), purchases, stores,
transports and sells home heating oil to residential and commercial customers
in Pennsylvania and Maryland (the Aero Home Heating Oil Business), and (ii)
purchases, stores, markets and distributes gasoline and diesel fuel in 12
Northeastern and Middle Atlantic States and purchases, stores, transports and
sells home heating oil to residential and commercial customers in the New York
Mid-Hudson Valley (which businesses described in this clause (ii) are more
specifically defined herein as the Marketing Business);

WHEREAS,
the Board of Directors of Getty has determined that it is in the best interests
of Getty to separate the Aero Home Heating Oil Business and the Real Estate
Business on the one hand, and the Marketing Business on the other hand, and, in
order to effect such separation, to transfer to Marketing the stock of certain
Getty subsidiaries principally engaged in the Marketing Business and certain
other assets relating principally to the Marketing Business (collectively, the
Asset Transfers), and thereafter to distribute all of the outstanding shares
of common stock, par value $.01 per share, of Marketing to the holders of Getty
common stock (the Distribution);

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WHEREAS,
Getty has effected (i) certain preliminary transfers and corporate
restructurings and (ii) the elimination of all intercompany and intracompany
receivables, payables and loans between entities that will be part of Getty and
its subsidiaries after the Distribution and entities that will be part of
Marketing and its subsidiaries after the Distribution, which transactions are
not contingent upon consummation of the Distribution and will not be undone if
the Distribution does not occur; and

WHEREAS,
in connection with the Distribution, Getty and Marketing have determined that
it is necessary and desirable to set forth the principal corporate transactions
required to effect the Asset Transfers and the Distribution, and to set forth
the agreements that will govern certain matters following the Distribution.

NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained in this Agreement, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section
1.01 General. As used in this Agreement, the following terms shall have the
following meanings:

Action:
Any action, claim, suit, arbitration, inquiry, proceeding or investigation by
or before any court, any governmental or other regulatory or administrative
agency or commission or any arbitration tribunal.

Aero:
Aero Oil Company, a Pennsylvania corporation.

Affiliate:
With respect to any specified Person, means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, control,
when used with

2

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respect
to any Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling and controlled
shall have meanings correlative to the foregoing. Notwithstanding the
foregoing, (i) the Affiliates of Getty shall not include Marketing, the
Marketing Subsidiaries or any other Person that would be an Affiliate of Getty
by reason of Gettys ownership of the capital stock of Marketing prior to the
Distribution or the fact that any officer or director of Marketing or any of
the Marketing Subsidiaries shall also serve as an officer or director of Getty
or any of the Retained Subsidiaries, and (ii) the Affiliates of Marketing shall
not include Getty, the Retained Subsidiaries or any other Person that would be
an Affiliate of Marketing by reason of Gettys ownership of the capital stock
of Marketing prior to the Distribution or the fact that any officer or director
of Marketing or any of the Marketing Subsidiaries shall also serve as an
officer or director of Getty or any of the Retained Subsidiaries.

Agent:
The distribution agent appointed by Getty to distribute the Marketing Common
Stock pursuant to the Distribution.

Claims
Administration: The processing of pre-Distribution claims made under the
Policies (including Self Insurance Programs), including the reporting of claims
to the insurance carrier, management and defense of claims and providing for
appropriate releases upon settlement of claims.

Code:
The Internal Revenue Code of 1986, as amended.

Commission:
The Securities and Exchange Commission.

Conveyancing
and Assumption Instruments: Collectively, the various agreements, instruments
and other documents to be entered into to effect the Asset Transfers

3

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and
the assumption of Liabilities in the manner contemplated by this Agreement and
the Related Agreements.

Distribution
Date: The date determined by the Getty Board as the date on which the
Distribution shall be effected.

Distribution
Record Date: The date established by the Getty Board as the date for taking a
record of the Holders of Getty Common Stock entitled to participate in the
Distribution.

Employee
Stock Ownership Plan: The Employee Stock Ownership Plan of Getty Petroleum
Marketing Inc.

Exchange
Act: The Securities Exchange Act of 1934, as amended.

Financing
Obligations: All (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, notes, debentures or similar instruments, (iii) obligations
under capitalized leases and deferred purchase arrangements, (iv) reimbursement
or other obligations relating to letters of credit or similar arrangements, and
(v) obligations to guarantee, directly or indirectly, any of the foregoing
types of obligations on behalf of others.

Gasway:
Gasway, Inc., a New York corporation.

Getty
Board: The Board of Directors of Getty.

Getty
Books and Records: The books and records (including computerized records,
ledgers, files and software) of Getty and the Retained Subsidiaries and all
books and records owned by Getty and its Subsidiaries which relate to the
Retained Business, are necessary to operate the Retained Business, or are
required by law to be retained by Getty, including, without limitation, all
such books and records relating to Retained Employees, all

4

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files
relating to any Action pertaining to the Retained Liabilities, original
corporate minute books, stock ledgers and certificates and corporate seals, and
all licenses, leases, agreements and filings, relating to Getty, the Retained
Subsidiaries or the Retained Business (but not including the Marketing Books
and Records, provided that Getty shall have access to, and shall have the right
to obtain duplicate copies of, the Marketing Books and Records in accordance
with the provisions of Article VII).

Getty
Common Stock: The common stock, par value $0.10 per share, of Getty.

Getty
Group: Getty and the Retained Subsidiaries, collectively.

Getty
Pro Forma Balance Sheet: The Pro Forma Consolidated Balance Sheet for Getty,
after giving effect to the Distribution, as of October 31, 1996 attached hereto
as Exhibit A.

Highspire
Assets: All tangible and intangible personal property and equipment that Aero
owns or to which it has rights and that is located at or used in connection
with the operation of the property is known as the Highspire Terminal.

Holders:
The holders of record of Getty Common Stock as of the Distribution Record Date.

HSR
Act: The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Indemnified
Environmental Liabilities: All Liabilities relating to (i) the pre-closing
environmental liabilities and obligations set forth on Schedule 1.01(a) hereto,
(ii) all future upgrades set forth on Schedule 1.01(b) hereto necessary to
cause USTs to conform to the 1998 federal standards for USTs, and (iii) all
environmental liabilities and obligations arising out of discharges with
respect to the properties containing USTs that have not been upgraded to
conform to the 1998 federal standards for USTs, that are discovered prior to
the date such USTs are upgraded to meet the 1998 federal standards.

5

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Insurance
Administration: With respect to each Policy, the accounting for premiums,
retrospectively rated premiums, defense costs, adjusters fees, indemnity
payments, deductibles and retentions as appropriate under the terms and
conditions of such Policy; and the reporting to excess insurance carriers of
any losses or claims in accordance with Policy provisions, and the distribution
of Insurance Proceeds as contemplated by this Agreement.

Insurance
Proceeds: Those moneys (i) received by an insured from an insurance carrier or
(ii) paid by an insurance carrier on behalf of an insured, in either case net
of any applicable premium adjustment, retrospectively-rated premium,
deductible, retention, cost or reserve paid or held by or for the benefit of
such insured.

Insured
Claims: Those Liabilities that, individually or in the aggregate, are covered
within the terms and conditions of any of the Policies, whether or not subject
to deductibles, co-insurance, uncollectability or retrospectively rated premium
adjustments, but only to the extent that such Liabilities are within applicable
Policy limits, including aggregates.

IRS:
The Internal Revenue Service.

KOSCO:
Kingston Oil Supply Corp., a New York corporation.

Liabilities:
Any and all debts, liabilities and obligations, absolute or contingent, matured
or unmatured, liquidated or unliquidated, accrued or unaccrued, known or
unknown, whenever arising, including all costs and expenses relating thereto,
and including, without limitation, those debts, liabilities and obligations
arising under any law, rule, regulation, Action, threatened Action, order or
consent decree of any governmental

6

---



entity
or any award of any arbitrator of any kind, and those arising under any
contract, commitment or undertaking.

Marketing
Adjustment Amount: The difference between the Marketing Initial Target Net
Working Capital and the Marketing Initial Net Working Capital.

Marketing
Balance Sheet: The Consolidated Balance Sheet for Marketing as of October 31,
1996 attached hereto as Exhibit D.

Marketing
Board: The Board of Directors of Marketing.

Marketing
Books and Records: The books and records (including computerized records,
ledgers, files and software) of Marketing and the Marketing Subsidiaries and
all books and records owned by Getty and its Subsidiaries that relate to the
Marketing Business or are necessary to operate the Marketing Business including,
without limitation, all such books and records relating to Marketing Employees,
all files relating to any Action being assumed by Marketing as part of the
Marketing Liabilities, original corporate minute books, stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements and
filings relating to Marketing, the Marketing Subsidiaries or the Marketing
Business (but not including the Getty Books and Records, provided that
Marketing shall have access to, and have the right to obtain duplicate copies
of, the Getty Books and Records in accordance with the provisions of Article
VII).

Marketing
Business: The businesses conducted by Marketing and the Marketing Subsidiaries
and the businesses conducted pursuant to or utilizing the Marketing Assets,
including without limitation (i) the purchase, storage, distribution, marketing
and sale of gasoline and diesel fuel and other related products at wholesale
and through terminals and

7

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a
retail service station network and (ii) the purchase, storage, transportation
and sale of home heating oil to residential and commercial customers in the New
York Mid-Hudson Valley.

Marketing
Bylaws: The Bylaws of Marketing, substantially in the form of Exhibit B, to be
in effect at the Distribution Date.

Marketing
Charter: The Articles of Incorporation of Marketing, substantially in the form
of Exhibit C, to be in effect at the Distribution Date.

Marketing
Common Stock: The common stock, par value $.01 per share, of Marketing.

Marketing
Employees: The persons employed by the Marketing Group on the Distribution
Date, all of whom (except those employed pursuant to union contracts or to
agreements providing for continued employment upon a change in control of Getty)
are at will employees.

Marketing
Equipment: Certain equipment of Getty relating to the storage, distribution and
marketing of motor fuel, including the tanks (other than the Retained USTs),
racks, signs, motor fuel pumps, canopies and associated equipment described on
Schedule 1.01(c) hereto.

Marketing
Group: Marketing and the Marketing Subsidiaries, collectively.

Marketing
Initial Cash Balance: The amount of cash sufficient to cause Marketing Initial
Net Working Capital to equal Marketing Initial Target Net Working Capital.

Marketing
Initial Net Working Capital: The excess of the book value of the current assets
of the Marketing Group over the book value of the current liabilities of the

8

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Marketing
Group as of the Distribution Date, as determined in accordance with Section
2.06(b) hereof.

Marketing
Initial Target Net Working Capital: $1,100,000.

Marketing
Liabilities: (i) All of the Liabilities of the Marketing Group under, or to be
retained or assumed by Marketing or any of the Marketing Subsidiaries pursuant
to, this Agreement or any of the Related Agreements, (ii) all Liabilities for
payment of outstanding drafts of Getty attributable to the Marketing Business
existing as of the Distribution Date, and (iii) all other Liabilities arising
out of or in connection with any of the Marketing Assets or the Marketing
Business, determined on a basis consistent with the determination of the
Liabilities of Marketing included on the Marketing Balance Sheet (but excluding
(i) all Indemnified Environmental Liabilities and (ii) any Financing
Obligations of Getty or any of the Retained Subsidiaries, except to the extent
otherwise set forth above or reflected in the Marketing Balance Sheet).

Marketing
Policies: All Policies, current or past, which are owned or maintained by or on
behalf of Getty or any of its Affiliates or predecessors, that relate to the
Marketing Business but do not relate to the Retained Business, and which Policies
are either maintained by the Marketing Group or assignable to the Marketing
Group.

Marketing
Security Deposits: Any claim to or right in (i) monies deposited with third
parties to secure the performance of any obligation of Getty, Marketing or any
of their subsidiaries incurred in connection with the Marketing Business or any
Marketing Asset and (ii) monies deposited with Getty by motor fuel station
operators or dealers.

9

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Marketing
Subsidiaries: The Transferred Subsidiaries and all Subsidiaries of Marketing or
the Transferred Subsidiaries at the time of the Distribution.

Master
Lease: The Master Lease between Marketing and Getty, which agreement shall be
entered into on or before the Distribution Date in substantially the form of
Exhibit E hereto.

NYSE:
The New York Stock Exchange, Inc.

Office
Space License: The Office Space License between Marketing and Getty, which
agreement shall be entered into on or prior to the Distribution Date in
substantially the form of Exhibit F hereto.

Person:
Any individual, corporation, partnership, association, trust, estate or other
entity or organization, including any governmental entity or authority.

Petro:
PT Petro Corp., a New York corporation.

Policies:
Insurance policies and insurance contracts of any kind (each a Policy)
relating to the Marketing Business or the Retained Business as conducted prior
to the Distribution Date, including without limitation primary and excess
policies, comprehensive general liability policies, and automobile and workers
compensation insurance policies, together with the rights, benefits and
privileges thereunder.

Privileged
Information: All Information as to which Getty, Marketing or any of their
Subsidiaries are entitled to assert the protection of a Privilege.

Privileges:
All privileges that may be asserted under applicable law including, without
limitation, privileges arising under or relating to the attorney-client
relationship (including but not limited to the attorney-client and work product
privileges), the accountant-client privilege, and privileges relating to
internal evaluative processes.

10

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Related
Agreements: All of the agreements, instruments, understandings, assignments or
other arrangements which are entered into in connection with the transactions
contemplated hereby and which are set forth in a writing, including, without
limitation, the Conveyancing and Assumption Instruments, the Master Lease, the
Tax Sharing Agreement, the Trademark License Agreement, the Services Agreement
and the Office Space License.

Retained
Assets: The assets of Getty other than the Marketing Assets, including without
limitation (i) the capital stock of the Retained Subsidiaries, (ii) assets
relating to the Retained Business, determined on a basis consistent with the
determination of assets included on the Getty Pro Forma Balance Sheet, (iii)
all of the assets expressly allocated to Getty or any of the Retained Subsidiaries
under this Agreement or the Related Agreements, and (iv) any other assets of
Getty and its Affiliates relating to the Retained Business.

Retained
Business: The businesses conducted by Getty and its Affiliates other than the
Marketing Business, including without limitation the Aero Home Heating Oil
Business and the Real Estate Business.

Retained
Employees: The persons employed by the Getty Group on the Distribution Date,
all of whom (except those employed pursuant to union contracts or to agreements
providing for continued employment upon a change in control of Getty) are at
will employees.

Retained
Liabilities: (i) All of the Liabilities arising out of or in connection with
the Retained Assets or the Retained Business determined on a basis consistent
with the determination of the Liabilities of Getty included on the Getty Pro
Forma Consolidated Balance Sheet, (ii) all of the Liabilities of Getty under,
or to be retained or assumed by

11

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Getty or any
of the Retained Subsidiaries pursuant to, this Agreement or any of the Related
Agreements, (iii) any Financing Obligations not constituting Marketing
Liabilities, (iv) any Liabilities arising out of the settlement of lawsuits
relating to the Distribution (other than those Liabilities that constitute
Marketing Liabilities), (v) all Liabilities for the payment of outstanding
drafts of Getty attributable to the Retained Business existing as of the
Distribution Date, (vi) all Indemnified Environmental Liabilities, and (vii)
all other Liabilities of Getty not constituting Marketing Liabilities.

Retained
Policies: All Policies, current or past, that are owned or maintained by or on
behalf of any member of the Getty Group (or any of its predecessors) which
relate to the Retained Business but do not relate to the Marketing Business.

Retained
Subsidiaries: All Subsidiaries of Getty, except Marketing and the Marketing
Subsidiaries.

Retained
USTs: The USTs that, pursuant to Section 7.6 of the Master Lease, are retained
by Getty after the Distribution Date.

Securities
Act: The Securities Act of 1933, as amended.

Services
Agreement: The Services Agreement, which shall be entered into between Getty
and Marketing on or prior to the Distribution Date in substantially the form
attached hereto as Exhibit G.

Shared
Policies: All Policies, current or past, that are owned or maintained by or on
behalf of Getty or any of its Subsidiaries or their respective predecessors
that relate to both the Retained Business and the Marketing Business, and all
other Policies not constituting Marketing Policies or Retained Policies, as
specified on Schedule 1.01(d) hereto.

12

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Subsidiary:
With respect to any Person, (a) any corporation of which at least a majority in
interest of the outstanding voting stock (having by the terms thereof voting
power under ordinary circumstances to elect a majority of the directors of such
corporation, irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time, directly or
indirectly, owned or controlled by such Person, by one or more Subsidiaries of
such Person, or by such Person and one or more of its Subsidiaries, or (b) any
non-corporate entity in which such Person, one or more Subsidiaries of such
Person, or such Person and one or more Subsidiaries of such Person, directly or
indirectly, at the date of determination thereof, has at least majority
ownership interest.

Tax
Ruling: The private letter ruling issued by the Internal Revenue Service on
September 11, 1996, with respect to certain tax matters relating to the
Distribution.

Tax
Sharing Agreement: The Tax Sharing Agreement between Marketing and Getty, which
agreement shall be entered into on or prior to the Distribution Date in
substantially the form of Exhibit H attached hereto.

Terminals:
Getty Terminals Corp., a New York corporation.

Trademark
License Agreement: The Trademark License Agreement between Getty and Marketing,
pursuant to which Getty will license certain intellectual property rights to
Marketing, which agreement shall be entered into on or prior to the
Distribution Date in substantially the form of Exhibit I attached hereto.

Transferred
Subsidiaries: Terminals, KOSCO, Gasway and Petro.

Transferred
Subsidiary Stock: All of the issued and outstanding capital stock of the
Transferred Subsidiaries.

13

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UST:
An underground storage tank including related piping, underground pumps, wiring
and monitoring devices.

Section
1.02 Terms Defined Elsewhere in Agreement.

Each
of the following terms is defined in the Section set forth opposite such term:

| |                                             |  |  |          | 
| | ------------------------------------------- |  |  | -------- | 
| | Term                                        |  |  | Section  | 
| |                                             |  |  |          | 
| | Aero Home
 Heating Oil Business             |  |  | Recitals | 
| | Asset
 Transfers                            |  |  | Recitals | 
| | Consents                                    |  |  | 4.01     | 
| | Corporate
 Expenses                         |  |  | 2.06     | 
| | Current
 Assets                             |  |  | 2.06     | 
| | Current
 Liabilities                        |  |  | 2.06     | 
| | Distribution                                |  |  | Recitals | 
| | Excess Revolving
 Credit Facilities Balance |  |  | 2.06     | 
| | Form 10
 Registration Statement             |  |  | 4.01     | 
| | Getty                                       |  |  | Recitals | 
| | Indemnifiable
 Loss                         |  |  | 5.01     | 
| | Indemnifying
 Party                         |  |  | 5.03     | 
| | Indemnitee                                  |  |  | 5.03     | 
| | Information                                 |  |  | 7.02     | 
| | Marketing                                   |  |  | Recitals | 
| | Marketing
 Assets                           |  |  | 2.02     | 
| | Marketing
 Indemnitees                      |  |  | 5.01     | 
| | Marketing
 Self Insurance Liabilities       |  |  | 8.06     | 
| | Real Estate
 Business                       |  |  | Recitals | 
| | Retained
 Self Insurance Liabilities        |  |  | 8.06     | 
| | Third-Party
 Claim                          |  |  | 5.04     | 
| | Working
 Capital Accounts                   |  |  | 2.06     | 
| | Working
 Capital Balance                    |  |  | 2.06     | 

ARTICLE II

TRANSFER OF ASSETS

Section
2.01 Merger of Aero into Getty. Prior to the Distribution Date, Getty shall
take or cause to be taken all actions necessary to cause Aero to (i) TRANSFER
CERTAIN OF ITS ASSETS TO CERTAIN SUBSIDIARIES AND (ii) MERGE INTO GETTY. PRIOR
TO THE MERGER OF AERO INTO GETTY, GETTY SHALL TAKE OR CAUSE TO BE TAKEN ALL
ACTIONS NECESSARY TO CAUSE THE TRANSFER, ASSIGNMENT, DELIVERY, AND CONVEYANCE
TO MARKETING OR THE MARKETING SUBSIDIARIES OF ALL OF AEROS RIGHT, TITLE AND INTEREST
IN THE MARKETING ASSETS, INCLUDING WITHOUT LIMITATION THE HIGHSPIRE ASSETS, AND
MARKETING SHALL TAKE OR CAUSE TO BE TAKEN ALL ACTIONS NECESSARY TO CAUSE THE
ASSUMPTION BY MARKETING OR THE MARKETING SUBSIDIARIES OF THE MARKETING
LIABILITIES.

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Section
2.02 Transfer of Assets to Marketing. Prior to the Distribution Date, Getty
shall take or cause to be taken all actions necessary to cause the transfer,
assignment, delivery and conveyance to Marketing or the Marketing Subsidiaries
of all of Gettys and its Subsidiaries right, title and interest in the
Marketing Assets, and Marketing shall take or cause to be taken all actions
necessary to cause the assumption by Marketing or the Marketing Subsidiaries of
the Marketing Liabilities. The Marketing Assets shall consist of the
following assets:

| |       |                                                                                                                                                                                                                                                                                                             
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | the
 Transferred Subsidiary Stock;                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                             
| | (ii)  | the
 Marketing Security Deposits;                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                             
| | (iii) | the
 Marketing Books and Records;                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                             
| | (iv)  | the
 Marketing Equipment;                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                             
| | (v)   | all licenses
 and permits relating to the Marketing Business, to the extent such licenses
 and permits are transferable;                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                             
| | (vi)  | all of the
 other assets to be assigned to Marketing under this Agreement or the Related
 Agreements; and                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                             
| | (vii) | all other
 assets (including, without limitation, all accounts receivable, deferred
 income taxes, prepaid expenses, reserves and other current assets) relating
 to the Marketing Business, determined on a basis consistent with the
 determination of the assets included on the Marketing Balance Sheet.

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Section
2.03 Transfers Not Effected Prior to the Distribution. To the extent that any
transfers contemplated by this Article II shall not have been fully effected on
the Distribution Date, the parties shall cooperate to effect such transfers as
promptly as shall be practicable following the Distribution Date. Nothing
herein shall be deemed to require the transfer of any assets or the assumption
of any Liabilities that by their terms or operation of law cannot be
transferred or assumed; provided, however, that Getty and Marketing and their
respective Subsidiaries and Affiliates shall cooperate in seeking to obtain any
necessary consents or approvals for the transfer of all assets and Liabilities
contemplated to be transferred pursuant to this Article II. In the event that
any such transfer of assets or Liabilities has not been consummated as of the
Distribution Date, the party retaining such asset or Liability shall thereafter
hold such asset in trust for the use and benefit of the party entitled thereto
(at the expense of the party entitled thereto) and retain such Liability for
the account of the party by whom such Liability is to be assumed pursuant
hereto, and take such other actions as may be reasonably required in order to
place the parties, insofar as reasonably possible, in the same position as
would have existed had such asset been transferred or such Liability been
assumed as contemplated hereby. As and when any such asset or Liability becomes
transferable, such transfer and assumption shall be effected forthwith. The
parties agree that, except as described in this section below, as of the
Distribution Date, each party hereto shall be deemed to have acquired complete
and sole beneficial ownership over all of the assets, together with all rights,
powers and privileges incidental thereto, and shall be deemed to have assumed
in accordance with the terms of this Agreement all of the Liabilities, and all
duties, obligations and responsibilities incidental thereto, which such party
is entitled to acquire or required to assume pursuant to the terms of this
Agreement.

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Section
2.04 Cooperation Regarding Assets. In the case that at any time after the
Distribution Date, Marketing reasonably determines that any of the Retained Assets
are essential for the conduct of the Marketing Business, or Getty reasonably
determines that any of the Marketing Assets are essential for the conduct of
the Retained Business, and the nature of such assets makes it impracticable for
Marketing or Getty, as the case may be, to obtain substitute assets or to make
alternative arrangements on commercially reasonable terms to conduct their
respective businesses, and reasonable provisions for the use thereof are not
already included in the Related Agreements, then Marketing (with respect to the
Marketing Assets) and Getty (with respect to the Retained Assets) shall
cooperate to make such assets available to the other party on commercially
reasonable terms, as may be reasonably required for such party to maintain
normal business operations (provided that such assets shall be required to be
made available only until such time as the other party may reasonably obtain
substitute assets or make alternative arrangements on commercially reasonable
terms to permit it to maintain normal business operations).

Section
2.05 No Representations or Warranties; Consents. Each of the parties hereto
understands and agrees that no party hereto is, in this Agreement or in any
other agreement or document contemplated by this Agreement or otherwise,
representing or warranting in any way (i) as to the value or freedom from
encumbrance of, or any other matter concerning, any assets of such party or
(ii) as to the legal sufficiency to convey title to any asset transferred pursuant
to this Agreement or any Related Agreement, including, without limitation, any
Conveyancing or Assumption Instruments. It is also agreed and understood that
there are no warranties, express or implied, as to the merchantability or
fitness of any of the assets either transferred to or retained by the parties,
as the case may

17

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be, and all
such assets shall be as is, where is and with all faults (provided,
however, that the absence of warranties shall have no effect upon the
allocation of Liabilities under this Agreement). Similarly, each party hereto
understands and agrees that no party hereto is, in this Agreement or in any
other agreement or document contemplated by this Agreement or otherwise,
representing or warranting in any way that the obtaining of any consents or
approvals, the execution and delivery of any amendatory agreements and the
making of any filings or applications contemplated by this Agreement will
satisfy the provisions of any or all applicable laws or judgments or other instruments
or agreements relating to such assets. Notwithstanding the foregoing, the
parties shall use their good faith efforts to obtain all consents and
approvals, to enter into all reasonable amendatory agreements and to make all
filings and applications which may be reasonably required for the consummation
of the transactions contemplated by this Agreement, and shall take all such
further reasonable actions as shall be reasonably necessary to preserve for
each of the Marketing Group and the Getty Group, to the greatest extent
feasible, the economic and operational benefits of the allocation of assets and
Liabilities provided for in this Agreement. In case at any time after the
Distribution Date any further action is necessary or desirable to carry out the
purposes of this Agreement, the proper officers and directors of each party to
this Agreement shall take all such necessary or desirable action.

Section 2.06 Conveyancing and Assumption Instruments. In connection with the
Asset Transfers and the assumptions of Liabilities contemplated by this
Agreement, the parties shall execute or cause to be executed by the appropriate
entities the Conveyancing and Assumption Instruments in such forms as the
parties shall reasonably agree, including the assignment of franchise rights
and the assignment and assumption of existing agreements as

18

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set forth in
Schedule 2.06 hereto. The transfer of capital stock shall be effected by means
of delivery of stock certificates and executed stock powers and notation on the
stock record books of the corporation or other legal entities involved and, to
the extent required by applicable law, by notation on public registries.

(a)
Cash Allocation on the Distribution Date. No cash shall be transferred on the
Distribution Date. In the event the actual cash balances of Marketing and its
Subsidiaries as of the Distribution are less than the Marketing Initial Cash
Balance, the amount of the deficiency shall be recorded in the accounts of
Marketing as of the Distribution Date as a payable from Getty to Marketing
(which payable will be paid as promptly as practicable after the determination
of such amount pursuant to Section 2.06(b)) and in the event the actual Cash
balances of Marketing and its Subsidiaries as of the Distribution Date exceeds
the Marketing Initial Cash Balance, the amount of such excess shall be recorded
in the accounts of Getty and Marketing as of the Distribution Date as a payable
from Marketing to Getty (which payable will be paid as promptly as practicable
following the determination of such amount pursuant to Section 2.06(b)).

(b)
Post-Distribution Adjustment. Within [30] days of the Distribution Date,
Marketing shall prepare a combining balance sheet of the Marketing Group
showing the Marketing Initial Net Working Capital and the Marketing Adjustment
Amount. If the

19

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Marketing
Adjustment Amount exceeds zero, Getty shall promptly pay to Marketing such
Marketing Adjustment Amount. If the Marketing Adjustment Amount is less than
zero, Marketing shall promptly pay to Getty such Marketing Adjustment Amount.

(c)
Cash Management After the Distribution Date. Marketing shall separate from
Getty, and establish and maintain a cash management system and accounting
records with respect to the Marketing Business effective as of 12:01 a.m. on
the day following the Distribution Date; thereafter, (i) any payments by Getty
or its Retained Subsidiaries on behalf of Marketing or the Marketing
Subsidiaries in connection with the Marketing Business shall be recorded in the
accounts of the Marketing Group as a payable from the Marketing Group to the
Getty Group; (ii) any payments by Marketing or the Marketing Subsidiaries on
behalf of Getty or its Retained Subsidiaries in connection with the Retained
Business shall be recorded in the accounts of the Getty Group as a payable from
the Getty Group to the Marketing Group; (iii) any cash payments received by
Getty and the Retained Subsidiaries relating to the Marketing Business or the
Marketing Assets shall be recorded in the accounts of the Getty Group as a
payable from the Getty Group to the Marketing Group; (iv) any cash payments
received by Marketing or the Marketing Subsidiaries relating to the Retained
Business or the Retained Assets shall be recorded in the accounts of the
Marketing Group as a payable from the Marketing Group to the Getty Group; (v)
Marketing and Getty shall make adjustments for late deposits, checks returned
for not sufficient funds and other post-Distribution Date transactions as shall
be reasonable under the circumstances consistent with the purpose and intent of
this Agreement; and (vi) the net balance due to the Getty Group or the
Marketing Group, as the case may be, in respect of the aggregate amounts of
clauses (i), (ii), (iii), (iv) and (v) shall be paid by Marketing or

20

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Getty, as
appropriate, as promptly as practicable. For purposes of this Section 2.06(c),
the parties contemplate that the Retained Business and the Marketing Business,
including but not limited to the administration of accounts payable and
accounts receivable, will be conducted in the normal course.

(d) Audit and Disputes. All transactions contemplated in this Section 2.06
shall be subject to audit by the parties, and any dispute thereunder shall be
resolved by an independent firm of certified public accounts mutually
acceptable to Getty and Marketing, whose decision shall be final and
unappealable.

ARTICLE IIIASSUMPTION AND SATISFACTION OF
LIABILITIES

Section
3.01 Assumption and Satisfaction of Liabilities. Except as set forth in the Tax
Sharing Agreement, the Master Lease or other Related Agreements, effective as
of and after the Distribution Date, (a) Marketing shall, and/or shall cause the
Marketing Subsidiaries to, assume, pay, perform, and discharge in due course
all of the Marketing Liabilities and (b) Getty shall, and/or shall cause the
Retained Subsidiaries to, pay, perform and discharge in due course all of the
Retained Liabilities.

ARTICLE IV

THE DISTRIBUTION

Section
4.01 Cooperation Prior to the Distribution.

(a) Getty and Marketing have prepared, and Marketing has filed with the
Commission, a Form 10 registration statement with respect to the registration
under the Exchange Act of the Marketing Common Stock (the Form 10 Registration
Statement).

(b) Getty and Marketing shall cooperate in preparing, filing with the

21

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Commission and
causing to become effective any registration statements or amendments thereto
which are appropriate to reflect the establishment of, or amendments to, the
Employee Stock Ownership Plan and any employee benefit plans and other plans
contemplated by the Agreement.

(c) Getty and Marketing shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of states or other political
subdivisions of the United States in connection with the transactions
contemplated by this Agreement and the Related Agreements.

(d) Getty and Marketing shall prepare, and Marketing shall file and pursue, an
application to permit the listing of Marketing Common Stock on the NYSE.           (e)
Getty and Marketing shall make any requisite filings under the HSR Act.

(f) Getty and Marketing shall use all reasonable efforts to obtain any
third-party consents or approvals necessary or desirable in connection with the
transactions contemplated hereby, including without limitation the consents or
approvals set forth on Schedule 4.01 hereto (Consents).

(g) Getty and Marketing will use all reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary or
desirable under applicable law, to consummate the transactions contemplated
under this Agreement.

Section
4.02. Getty Board Action; Conditions Precedent to the Distribution The Getty
Board shall, in its discretion, establish the Distribution Record Date and the
Distribution Date and any appropriate procedures, including establishing the
exchange ratio,

22

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in connection
with the Distribution. In no event shall the Distribution occur unless the
following conditions shall have been satisfied:

(i)
the transactions contemplated by Sections 2.01 and 2.02 shall have been
consummated in all material respects;

(ii)
Getty shall have modified its existing stock option plans and/or amended option
grants thereunder to insure that the Distribution does not adversely affect the
current holders of options under those plans;

(iii)
the Marketing Common Stock shall have been approved for listing on the NYSE,
subject to official notice of issuance;

(iv)
the Marketing Board, comprised as contemplated by Section 6.01, shall have been
elected by Getty, as sole stockholder of Marketing, and the Marketing Charter
and Marketing Bylaws shall have been adopted and shall be in effect;

(v)
the Marketing Board shall have established the Employee Stock Ownership Plan;

(vi)
the Form 10 Registration Statement shall have become effective under the
Exchange Act;

(vii)
the Tax Ruling shall have been granted in form and substance satisfactory to
the Getty Board, in its sole discretion;

(viii)
a favorable no-action letter shall have been obtained from the Securities and
Exchange Commission regarding issuance of Marketing Common Stock and certain
other matters;

(ix)
any applicable waiting period under the HSR Act shall have expired (or been
earlier terminated);

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(x)
Getty and Marketing shall have obtained all Consents and any other consents,
the failure of which to obtain would, in the determination of the Getty Board,
have a material adverse effect on Getty or Marketing; and

(xi)
Getty and Marketing shall have entered into the Related Agreements; provided,
however, that (i) any such condition may be waived by the Getty Board in its
sole discretion upon the advice of counsel, and (ii) the satisfaction of such
conditions shall not create any obligation on the part of Getty or any other
party hereto to effect the Distribution or in any way limit Gettys power of
termination set forth in Section 9.07 or alter the consequences of any such
termination from those specified in such Section.

Section
4.03 The Distribution. On the Distribution Date, subject to the conditions and
rights of termination set forth in this Agreement, Getty shall deliver to the
Agent a share certificate representing all of the then outstanding shares of
Marketing Common Stock owned by Getty and shall instruct the Agent to
distribute, on or as soon as practicable following the Distribution Date, such
Marketing Common Stock to the Holders. Marketing agrees to provide all share
certificates that the Agent shall require in order to effect the Distribution.

ARTICLE V

INDEMNIFICATION

Section
5.01 Indemnification by Getty. Except as otherwise expressly set forth in a
Related Agreement, Getty shall indemnify, defend and hold harmless Marketing
and each of the Marketing Subsidiaries, and each of their respective directors,
officers, employees, agents and Affiliates and each of the

24

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heirs,
executors, successors and assigns of any of the foregoing (the Marketing
Indemnitees) from and against the Retained Liabilities.

Section
5.02 Indemification by Marketing. Except as otherwise expressly set forth in a
Related Agreement, Marketing shall indemnify, defend and hold harmless Getty
and each of the Retained Subsidiaries, and each of their directors, officers,
employees, agents and Affiliates and each of the heirs, executors, successors and
assigns of any of the foregoing (the Getty Indemnitees) from and against the
Marketing Liabilities.

Section
5.03. Insurance Proceeds. The amount that any party (an Indemnifying Party)
is or may be required to pay to any other Person (an Indemnitee) pursuant to
Section 5.01 or Section 5.02 shall be reduced (including, without limitation,
retroactively) by any Insurance Proceeds or other amounts actually recovered by
or on behalf of such Indemnitee in reduction of the related Indemnifiable Loss.
If an Indemnitee shall have received the payment required by this Agreement
from an Indemnifying Party in respect of an Indemnifiable Loss and shall
subsequently actually receive Insurance Proceeds, or other amounts in respect
of such Indemnifiable Loss as specified above, then such Indemnitee shall pay
to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds
or other amounts actually received.

Section
5.04 Procedure for Indemnification.

(a) Except as may be set forth in a Related Agreement, if an Indemnitee shall
receive notice or otherwise learn of the assertion by a Person (including,
without limitation, any governmental entity) who is not a party to this
Agreement or to any of the Related Agreements of any claim or of the
commencement by any such Person of any Action (a Third-Party Claim) with
respect to which an Indemnifying Party may be obligated to

25

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provide
indemnification pursuant to this Agreement, such Indemnitee shall give such
Indemnifying Party written notice thereof promptly after becoming aware of such
Third-Party Claim; provided, that the failure of any Indemnitee to give notice
as required by this Section 5.04 shall not relieve the Indemnifying of its
obligations under this Article V, except to the extent that such Indemnifying
Party is prejudiced by such failure to give notice. Such notice shall describe
the Third-Party Claim in reasonable detail, and shall indicate the amount
(estimated if necessary) of the Indemnifiable Loss that has been or may be
sustained by such Indemnitee.

(b) An Indemnifying Party may elect to defend or to seek to settle or
compromise, at such Indemnifying Partys own expense and by such Indemnifying
Partys own counsel, any Third-Party Claim, provided that the Indemnifying
Party must confirm in writing that it agrees that Indemnitee is entitled to
indemnification hereunder in respect of such Third-Party Claim. Within 30 days
of the receipt of notice from an Indemnitee in accordance with Section 5.04(a)
(or sooner, if the nature of such Third-Party Claim so requires), the
Indemnifying Party shall notify the Indemnitee of its election whether to
assume responsibility for such Third-Party Claim (provided that if the
Indemnifying Party does not so notify the Indemnitee of its election within 30
days after receipt of such notice from the Indemnitee, the Indemnifying Party
shall be deemed to have elected not to assume responsibility for such
Third-Party Claim), and such Indemnitee shall cooperate in the defense or
settlement or compromise of such Third-Party Claim. After notice from an
Indemnifying Party to an Indemnitee of its election to assume responsibility
for a Third-Party Claim, such Indemnifying Party shall not be liable to such
Indemnitee under this Article V for any legal or other expenses (except
expenses approved in advance by the Indemnifying

26

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Party)
subsequently incurred by such Indemnitee in connection with the defense
thereof; provided, that if the defendants in any such claim include both the Indemnifying
Party and one or more Indemnitees and in such Indemnitees reasonable judgment
a conflict of interest between such Indemnitees and such Indemnifying Party
exists in respect of such claim, such Indemnitees shall have the right to
employ separate counsel and in that event the reasonable fees and expenses of
such separate counsel (but not more than one separate counsel reasonably
satisfactory to the Indemnifying Party) shall be paid by such Indemnifying
Party. If an Indemnifying Party elects not to assume responsibility for a
Third-Party Claim (which election may be made only in the event of a good faith
dispute that a claim was inappropriately tendered under Section 5.01 or 5.02,
as the case may be) such Indemnitee may defend or (subject to the following
sentence) seek to compromise or settle such Third-Party Claim. Notwithstanding
the foregoing, an Indemnitee may not settle or compromise any claim without
prior written notice to Indemnifying Party, which shall have the option within
ten days following the receipt of such notice (i) to disapprove the settlement
and assume all past and future responsibility for the claim, including
reimbursing the Indemnitee for prior expenditures in connection with the claim,
or (ii) to disapprove the settlement and continue to refrain from participation
in the defense of the claim, in which event the Indemnifying Party shall have
no further right to contest the amount or reasonableness of the settlement if
the Indemnitee elects to proceed therewith, or (iii) to approve the amount of
the settlement, reserving the Indemnifying Partys right to contest the
Indemnitees right to indemnity, or (iv) to approve and agree to pay the
settlement. In the event the Indemnifying Party makes no response to such
written notice from the Indemnitee, the Indemnifying Party shall be deemed to
have elected option (ii).

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(c) If an Indemnifying Party chooses to defend or to seek to compromise any
Third-Party Claim, the Indemnitee shall make available to such Indemnifying Party
any personnel and any books, records or other documents within its control or
which it otherwise has the ability to make available that are necessary or
appropriate for such defense.

(d) Notwithstanding anything else in this Section 5.04 to the contrary, an
Indemnifying Party shall not settle or compromise any Third-Party Claim unless
such settlement or compromise contemplates as an unconditional term thereof the
giving by such claimant or plaintiff to the Indemnitee of a written release from
all liability in respect of such Third-Party Claim (and provided further that
such settlement may not provide for any non-monetary relief by Indemnitee
without the written consent of Indemnitee). In the event the Indemnitee shall
notify the Indemnifying Party in writing that such Indemnitee declines to
accept any such settlement or compromise, such Indemnitee may continue to
contest such Third-Party Claim, free of any participation by such Indemnifying
Party, at such Indemnitees sole expense. In such event, the obligation of such
Indemnifying Party to such Indemnitee with respect to such Third-Party Claim
shall be equal to (i) the costs and expenses of such Indemnitee prior to the
date such Indemnifying Party notifies such Indemnitee of the offer to settle or
compromise (to the extent such costs and expenses are otherwise indemnifiable
hereunder) plus (ii) the lesser of (A) the amount of any offer of settlement or
compromise which such Indemnitee declined to accept or (B) the actual
out-of-pocket amount such Indemnitee is obligated to pay subsequent to such
date as a result of such Indemnitees continuing to pursue such Third-Party
Claim.

(e) Any claim on account of an Indemnifiable Loss which does not result from a
Third-Party Claim shall be asserted by written notice given by the Indemnitee
to the

28

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applicable
Indemnifying Party. Such Indemnifying Party shall have a period of 15 days
after the receipt of such notice within which to respond thereto. If such
Indemnifying Party does not respond within such 15-day period, such
Indemnifying Party shall be deemed to have refused to accept responsibility to
make payment. If such Indemnifying Party does not respond within such 15-day
period or rejects such claim in whole or in part, such Indemnitee shall be free
to pursue such remedies as may be available to such party under applicable law
or under this Agreement.

(f)
In addition to any adjustments required pursuant to Section 5.03, if the amount
of any Indemnifiable Loss shall, at any time subsequent to the payment required
by this Agreement, be reduced by recovery, settlement or otherwise, the amount
of such reduction, less any expenses incurred in connection therewith, shall
promptly be repaid by the Indemnitee to the Indemnifying Party.

(g)
In the event of payment by an Indemnifying Party to any Indemnitee in
connection with any Third-Party Claim, such Indemnifying Party shall be
subrogated to and shall stand in the place of such Indemnitee as to any events
or circumstances in respect of which such Indemnitee may have any right or
claim relating to such Third-Party Claim against any claimant or plaintiff
asserting such Third-Party Claim. Such Indemnitee shall cooperate with such
Indemnifying Party in a reasonable manner, and at the cost and expense of such
Indemnifying Party, in prosecuting any subrogated right or claim.

Section
5.05 Remedies Cumulative. The remedies provided in this Article V shall be
cumulative and shall not preclude assertion by any Indemnitee of any other
rights or the seeking of any and all other remedies against any Indemnifying
Party.

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Section
5.06. Survival of Indemnities. The obligations of each of Marketing and Getty
under this Article V shall survive the sale or other transfer by it of any
assets or businesses or the assignment by it of any Liabilities, with respect
to any Indemnifiable Loss of the other related to such assets, businesses or
Liabilities.

ARTICLE VI

CERTAIN ADDITIONAL MATTERS

Section
6.01 Marketing Board. Marketing and Getty shall take all actions which may be
required to constitute, effective as of the Distribution Date, the following
persons as the directors of Marketing: (i) Ronald E. Hall, Richard E. Montag
and Matthew J. Chanin (none of whom shall be officers, directors or owners of
more than 5% of the outstanding voting stock of Getty) and (ii) Leo Liebowitz
and Milton Safenowitz.

Section
6.02 Resignations; Getty Board.

(a)
Marketing shall cause all of its directors and Marketing Employees to resign,
effective as of the Distribution Date, from all boards of directors or similar
governing bodies of Getty or any of its Retained Subsidiaries on which they
serve, and from all positions as officers or employees of Getty or any of its
Retained Subsidiaries in which they serve, except (i) Leo Liebowitz shall serve
as a director, President and Chief Executive Officer of Getty and as a director
and Chief Executive Officer of Marketing and as an officer or director of
certain of the Marketing Subsidiaries and certain of the Retained Subsidiaries,
(ii) Milton Safenowitz shall serve as a director of Marketing and certain of
the Marketing Subsidiaries and as a director of Getty and certain of the
Retained Subsidiaries and (iii) as set forth in the Services Agreement. Getty
shall cause all of its directors and the Retained Employees to resign from all
boards of directors or similar governing bodies of Marketing or

30

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any of its
subsidiaries on which they serve, and from all positions as officers or employees
of Marketing or any of its subsidiaries in which they serve, except to the
extent specified in the preceding sentence.

Section
6.03 Charter and Bylaws. On or prior to the Distribution Date, Marketing shall
adopt the Marketing Charter and the Marketing Bylaws, and shall file the
Marketing Charter with the Secretary of State of the State of Maryland.

Section
6.04 Employee Stock Ownership Plan. On or prior to the Distribution Date,
Marketing shall approve and take all steps necessary to establish the Employee
Stock Ownership Plan.

Section
6.05 Certain Post-Distribution Transactions.

(a) Marketing. Marketing shall, and shall cause each of the Marketing
Subsidiaries to, comply with each representation and statement made, or to be
made, to any taxing authority in connection with any ruling obtained, or to be
obtained, by Getty Marketing acting together, from any such taxing authority
with respect to any transaction contemplated by this Agreement; neither
Marketing nor any of the Marketing Subsidiaries shall take or omit any action
inconsistent therewith, unless, (i) required to do so by law, (ii) permitted to
do so by the prior written consent of Getty, or (iii) pursuant to a favorable
supplemental ruling letter reasonably satisfactory to Getty that such act or
omission would not adversely affect the tax consequences of the Distribution to
Getty or the stockholders of Getty, as set forth in any ruling issued by any
taxing authority. Neither Marketing nor any of the Marketing Subsidiaries has a
present intention to take or omit any such action.

(b) Getty. Getty shall, and shall cause each of the Retained Subsidiaries to,
comply with each representation and statement made, or to be made, to any
taxing

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authority in
connection with any ruling obtained, by Getty and Marketing acting together,
from any such taxing authority with respect to any transaction contemplated by
this Agreement; neither Getty nor any of the Retained Subsidiaries shall take
or omit any action inconsistent therewith, unless, (i) required to do so by
law, (ii) permitted to do so by the prior written consent of Marketing, or
(iii) pursuant to a favorable supplemental ruling letter reasonably
satisfactory to Marketing that such act or omission would not adversely affect
the tax consequences of the Distribution to Marketing or the stockholders of
Marketing, as set forth in any ruling issued by any taxing authority. Neither
Getty nor any of the Retained Subsidiaries has a present intention to take or
omit any such action.

Section
6.06 Corporate Name. Effective as of the Distribution Date, Getty shall change
its corporate name to Getty Realty Corp., either by statutory merger or by
action of the stockholders. All references to Getty herein shall be references
to such corporation both before and after such corporate name change.

ARTICLE VII

ACCESS TO INFORMATION AND SERVICES

Section
7.01 Provision of Corporate Records.

(a) Except as may otherwise be provided in a Related Agreement, Getty shall
arrange as soon as practicable following the Distribution Date, to the extent
not previously delivered in connection with the transactions contemplated in
Article II, for the transportation (at Marketings cost) to Marketing of the
Marketing Books and Records in its possession, except to the extent such items
are already in the possession of Marketing or a Marketing Subsidiary. Such
Marketing Books and Records shall be the property of

32

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Marketing, but
shall be available to Getty for review and duplication until Getty shall notify
Marketing in writing that such records are no longer of use to Getty.

(b) Except as otherwise provided in a Related Agreement, Marketing shall
arrange as soon as practicable following the Distribution Date, to the extent
not previously delivered in connection with the transactions contemplated in
Article II, for the transportation (at Gettys cost) to Getty of the Getty
Books and Records in its possession, except to the extent such items are already
in the possession of Getty. The Getty Books and Records shall be the property
of Getty, but shall available to Marketing for review and duplication until
Marketing shall notify Getty in writing that such records are no longer of use
to Marketing.

Section
7.02 Access to Information. Except as otherwise provided in a Related
Agreement, from and after the Distribution Date, Getty shall afford to
Marketing and its authorized accountants, counsel and other designated
representatives reasonable access (including using reasonable efforts to give
access to persons or firms possessing information) and duplicating rights
during normal business hours to all records, books, contracts, instruments,
computer data, software and systems and other data and information relating to
pre-Distribution operations (collectively, Information) within Gettys
possession insofar as such access is reasonably required by Marketing for the
conduct of its business, subject to appropriate restrictions for classified or
Privileged Information. Similarly, except as otherwise provided in a Related
Agreement, Marketing shall afford to Getty and its authorized accountants,
counsel and other designated representatives reasonable access (including using
reasonable efforts to give access to persons or firms possessing information)
and duplicating rights during normal business hours to Information within
Marketings possession, insofar as such is reasonably required by

33

---



Getty for the
conduct of its business, subject to appropriate restrictions for classified or
Privileged Information. Information may be requested under this Article VII for
the legitimate business purposes of either party, including without limitation,
audit, accounting, claims (including claims for indemnification hereunder),
litigation and tax purposes, as well as for purposes of fulfilling disclosure
and reporting obligations and for performing this Agreement and the
transactions contemplated hereby.

Section
7.03 Production of Witnesses. At all times from and after the Distribution
Date, each of Marketing and Getty shall use reasonable efforts to make
available to the other, upon written request, its and its subsidiaries
officers, directors, employees and agents as witnesses to the extent that such
persons may reasonably be required in connection with any Action.

Section
7.04 Reimbursement. Except to the extent otherwise contemplated in any Related
Agreement, a party providing Information or witness services to the other party
under this Article VII shall be entitled to receive from the recipient, upon
the presentation of invoices therefor, payments of such amounts, relating to
supplies, disbursements and other out-of-pocket expenses (at cost) and direct
and indirect expenses of employees who are witnesses or otherwise furnish
assistance (at cost), as may be reasonably incurred in providing such
Information or witness services.

Section
7.05. Retention of Records. Except as otherwise required by law or agreed to in
a Related Agreement or otherwise in writing, each of Getty and Marketing may
destroy or otherwise dispose of any of the Information (including information
that is material Information and is not contained in other Information retained
by Getty or Marketing, as the case may be) at any time after the tenth
anniversary of this Agreement, provided that, prior

34

---



to such
destruction or disposal, (a) it shall provide no less than 90 or more than 120
days prior written notice to the other, specifying in reasonable detail the
Information proposed to be destroyed or disposed of and (b) if a recipient of
such notice shall request in writing prior to the scheduled date for such
destruction or disposal that any of the Information proposed to be destroyed or
disposed of be delivered to such requesting party, the party proposing the
destruction or disposal shall promptly arrange for the delivery of such of the
Information as was requested at the expense of the party requesting such Information.

Section
7.06 Confidentiality. Each of Getty and its Subsidiaries on the one hand, and
Marketing and its Subsidiaries on the other hand, shall hold, and shall cause
its consultants advisors to hold, in strict confidence, all Information
concerning the other in its possession or furnished by the other or the others
representatives pursuant to this Agreement (except to the extent that such
Information has been (i) in the public domain through no fault of such party or
(ii) later lawfully acquired from other sources by such party), and each party
shall not release or disclose such Information to any other person, except its
auditors, attorneys, financial advisors, rating agencies, bankers and other
consultants and advisors, unless compelled to disclose by judicial or
administrative process or, as reasonably advised by its counsel, by other
requirements of law, or unless such Information is reasonably required to be
disclosed in connection with (x) any litigation with any third-parties or litigation
between the Getty Group and the Marketing Group, (y) any contractual agreement
to which the Getty Group or the Marketing Group are currently parties, or (z)
in exercise of either parties rights hereunder.

Section
7.07 Privileged Matters. Getty and Marketing recognize that legal and other
professional services that have been and will be provided prior to the
Distribution

35

---



Date
have been and will be rendered for the benefit of both the Getty Group and the
Marketing Group and that both the Getty Group and the Marketing Group should be
deemed to be the client for the of asserting all Privileges. To allocate the
interests of each party in the Privileged Information, the parties agree as
follows:

(a)
Getty shall be entitled, in perpetuity, to control the assertion or waiver of
all Privileges in connection with Privileged Information which relates solely
to the Retained Business, whether or not the Privileged Information is in the
possession of or under the control of Getty or Marketing. Getty shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges
in connection with Privileged Information that relates solely to the subject
matter of any claims constituting Retained Liabilities, now pending or which
may be asserted in the future, in any lawsuits or other proceedings initiated
against or by Getty, whether or not the Privileged Information is in the
possession of or under the control of Getty or Marketing.

(b)
Marketing shall be entitled, in perpetuity, to control the assertion or waiver
of all Privileges in connection with Privileged Information which relates
solely to the Marketing Business, whether or not the Privileged Information is
in the possession of or under the control of Getty or Marketing. Marketing
shall also be entitled, in perpetuity, to control the assertion or waiver of
all Privileges in connection with Information which relates solely to the
subject matter of any claims constituting Marketing Liabilities, now pending or
which may be asserted in the future, in any lawsuits or other proceedings
initiated against or by Marketing, whether or not the Privileged Information is
in the possession of Marketing or under the control of Getty or Marketing.

36

---



(c)
Getty and Marketing agree that they shall have a shared Privilege, with equal
right to assert or waive, subject to the restrictions in this Section 7.07,
with respect to all Privileges not allocated pursuant to the terms of Sections
7.07(a) and (b). (All Privileges relating to any claims, proceedings,
litigation, disputes, or other matters which involve both Getty and Marketing
in respect of which Getty and Marketing retain any responsibility or liability
under this Agreement, shall be subject to a shared Privilege.)          (d) No party may
waive any Privilege which could be asserted under any applicable law, and in
which the other party has a shared Privilege, without the consent of the other
party, except to the extent reasonably required in connection with any litigation
with third-parties or as provided in subsection (e) below. Consent shall be in
writing, or shall be deemed to be granted unless written objection is made
within twenty (20) days after notice upon the other party requesting such
consent.

(e)
In the event of any litigation or dispute between a member of the Getty Group
and a member of the Marketing Group, either party may waive a Privilege in
which the other party has a shared Privilege, without obtaining the consent of
the other party, provided that such waiver of a shared Privilege shall be
effective only as to the use of Information with respect to the litigation or
dispute between the Getty Group and the Marketing Group, and shall not operate
as a waiver of the shared Privilege with respect to third-parties.

(f)
If a dispute arises between the parties regarding whether a Privilege should be
waived to protect or advance the interest of either party, each party agrees
that it shall negotiate in good faith, shall endeavor to minimize any prejudice
to the rights of the other party, and shall not unreasonably withhold consent
to any request for waiver by the

37

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other party.
Each party specifically agrees that it will not withhold consent to waiver for
any purpose except to protect its own legitimate interests.

(g)
Upon receipt by any party of any subpoena, discovery or other request which
arguably calls for the production or disclosure of Information subject to a
shared Privilege or as to which the other party has the sole right hereunder to
assert a Privilege, or if any party obtains that any of its current or former
directors, officers, agents or employees have received any subpoena, discovery
or other requests which arguably calls for the production or disclosure of such
Privileged Information, such party shall promptly notify the other party of the
existence of the request and shall provide the other party a reasonable
opportunity to review the Information and to assert any rights it may have
under this Section 7.07 or otherwise to prevent the production or disclosure of
such Privileged Information.

(h)
The transfer of the Marketing Books and Records and the Getty Books and Records
and other Information between Getty and its Subsidiaries and Marketing and its
Subsidiaries, is made in reliance on the agreement of Getty and Marketing, as
set forth in Sections 7.06 and 7.07, to maintain the confidentiality of
Privileged Information and to assert and maintain all applicable Privileges.
The access to information being granted pursuant to Sections 7.01 and 7.02
hereof, the agreement to provide witnesses and individuals pursuant to Section
7.03 hereof and the transfer of Privileged Information between Getty and its
Subsidiaries and Marketing and its Subsidiaries pursuant to this Agreement
shall not be deemed a waiver of any Privilege that has been or may be asserted
under this Agreement or otherwise.

38

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ARTICLE VIII

INSURANCE

Section
8.01. Policies and Rights Included Within the Marketing Assets. Without limiting
the generality of the definition of the Marketing Assets set forth in Section
2.02 or the effect of Section 2.02, the Marketing Assets shall include (a) any
and all rights of an insured party under each of the Shared Policies,
specifically including rights of indemnity and the right to be defended by or
at the expense of the insurer, with respect to all injuries, losses,
liabilities, damages and expenses incurred or claimed to have been incurred on
or prior to the Distribution Date by any party in or in connection with the
conduct of the Marketing Business or, to the extent any claim is made against
Marketing or any of its subsidiaries, the Retained Business, and which
injuries, losses, liabilities, damages and expenses may arise out of insured or
insurable occurrences or events under one or more of the Shared Policies;
provided, however, that except as provided in Section 8.05 below, nothing in
this clause shall be deemed to constitute (or to reflect) the assignment of the
Shared Policies, or any of them, to Marketing and (b) the Marketing Policies.

Section
8.02 Post-Distribution Date Claims. If, subsequent to the Distribution Date,
any person, corporation, firm or entity shall assert a claim against Marketing
or any Marketing Subsidiary with respect to any injury, loss, liability, damage
or expense incurred or claimed to have been incurred prior to the Distribution
Date in or in connection with the conduct of the Marketing Business or, to the
extent any claim is made against Marketing or any of its Subsidiaries or the
Marketing Business, and which injury, loss, liability, damage or expense may
arise out of insured or insurable occurrences or events under one or more of
the Shared Policies, Getty shall at the time such claim is asserted be

39

---



deemed to
assign, without need of further documentation, to Marketing any and all rights
of an insured party under the applicable Shared Policy with respect to such
asserted claim, specifically including rights of indemnity and the right to be
defended by or at the expense of the insurer; provided, however, that except as
provided in Section 8.05 below nothing in this sentence shall be deemed to
constitute (or to reflect) the assignment of the Shared Policies, or any of
them, to Marketing.

Section
8.03 Administration and Reserves

(a)
Notwithstanding the provisions of Article III, but subject to any contrary
provisions of the Master Lease or the Services Agreement, from and after the
Distribution Date:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Marketing shall be responsible for the (A) Insurance Administration of the
 Marketing Policies, and (B) Claims Administration with respect to the
 Marketing Liabilities; provided, that the administration of the Marketing
 Policies by Marketing is in no way intended to limit, inhibit, or preclude
 any right to insurance coverage for any Insured Claim of a named insured
 under the Marketing Policies, including but not limited to, Getty and any of
 its operations, Subsidiaries and Affiliates;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii) Getty
 shall conduct (A) Insurance Administration of the Shared Policies, and (B)
 Claims Administration with respect to the Retained Liabilities; provided that
 the administration of the Shared Policies by Getty is in no way intended to
 limit, inhibit, or preclude any right to insurance coverage for any Insured
 Claim of a named insured under the Shared Policies, including but not limited
 to, Marketing and any of its operations, subsidiaries and Affiliates;                              

40

---



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)
 Marketing shall be entitled to any reserves established by Getty or any of
 its Subsidiaries, or the benefit of reserves held by any insurance carrier,
 with respect to the Marketing Liabilities; and
| |                                                                                                                                                                                                               
| | (iv) Getty
 shall be entitled to any reserves established by Getty or any of its
 Subsidiaries, or the benefit of reserves held by any insurance carrier, with
 respect to the Retained Liabilities.          

(b)
Insurance Premiums. Getty shall have the right but not the obligation to pay
the premiums, to the extent that Marketing does not pay premiums with respect
to Marketing Liabilities (retrospectively-rated or otherwise), with respect to
Shared Policies and the Retained Policies, as required under the terms and
conditions of the respective Policies, whereupon Marketing shall forthwith
reimburse Getty for that portion of such premiums paid by Getty as are
attributable to the Marketing Liabilities. Unless otherwise agreed by the
parties hereto, Getty shall purchase (subject to a 50% reimbursement by
Marketing within 15 days of its receipt of invoice) continued coverage under
its director and officer liability insurance policy for a period no longer than
180 days following the Distribution Date for claims relating to periods prior
to the Distribution Date.

(c)
Allocation of Insurance Proceeds. Insurance Proceeds received with respect to
claims, costs and expenses under the Policies shall be paid to Marketing with
respect to the Marketing Liabilities and to Getty with respect to the Retained
Liabilities. Payment of the allocable portions of indemnity costs of Insurance
Proceeds resulting from the liability policies will be made to the appropriate
party upon receipt from the insurance carrier. In the event that the aggregate
limits on any Shared Policies are exceeded, the parties agree to provide an
equitable allocation of Insurance Proceeds received after the

41

---



Distribution
Date based upon their respective bona fide claims. The parties agree to use
their best efforts to cooperate with respect to insurance matters.

Section
8.04 Agreement for Waiver of Conflict and Shared Defense. In the event that
Insured Claims of both Marketing and Getty exist relating to the same
occurrence, Marketing and Getty agree to jointly defend and to waive any
conflict of interest necessary to the conduct of that joint defense. Nothing in
this paragraph shall be construed to limit or otherwise alter in any way the
indemnity obligations of the parties to this Agreement, including those created
by this Agreement, by operation of law or otherwise.

Section
8.05 Surety Bonds. Schedule 8.05 sets forth the surety bonds posted by the
Getty Group to secure obligations for state motor fuel licenses (the Surety
Bonds). Marketing shall use its reasonable best efforts to replace such Surety
Bonds with bonds posted by Marketing. Prior to the replacement of such Surety
Bonds the parties respective obligations with respect to such Surety Bonds
shall be as follows: (i) the parties shall keep such Surety Bonds in place
after the Distribution to secure obligations relating to periods preceding the
Distribution Date for such time as may be required by law, (ii) the obligations
secured by the Surety Bonds will remain a direct obligation of Getty; provided,
however, that Marketing shall be responsible for payment of all such
obligations constituting Marketing Liabilities (and shall reimburse Getty for
any payment made directly by Getty with respect to such Marketing Liabilities)
and Getty shall be responsible for all such obligations constituting Retained
Liabilities (and shall reimburse Marketing for any payments made directly by
Marketing on behalf of such Retained Liabilities), consistent with the
allocation of Marketing Liabilities and Retained Liabilities set forth herein;
(iii) Marketing shall execute a guarantee pursuant to which Marketing will
guarantee 100% of the obligations secured by such Surety

42

---



Bonds (subject
to reimbursement by Getty for any payments made by Marketing with respect to
Retained Liabilities) and (iv) Marketing will reimburse Getty for Marketings
pro rata share of any premiums required to be paid to keep such Surety Bonds
outstanding.

ARTICLE IX

MISCELLANEOUS

Section
9.01 Complete Agreement; Construction. This Agreement, including the Schedules
and Exhibits and the Related Agreements and other agreements and documents
referred to herein, shall constitute the entire agreement between the parties
with respect to the subject matter hereof and thereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter. Notwithstanding any other provisions in this Agreement to the contrary,
in the event and to the extent that there shall be a conflict between any
provision of this Agreement and any provision of a Related Agreement, then the
provision in the applicable Related Agreement shall control.

Section
9.02 Expenses. Except as otherwise set forth in this Agreement or any Related Agreement,
all costs and expenses in connection with the preparation, execution, delivery
and implementation of this Agreement, the Distribution and with the
consummation of the transactions contemplated by this Agreement shall be
charged to the party for whose benefit the expenses are incurred, with any
expenses which cannot be allocated on such basis to be split equally between
the parties.

Section
9.03 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of
conflicts of laws thereof.

43

---



Section
9.04 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:
 President          
| |                |                                
| | To Getty:     
| |                |                                
| |                | Getty Realty
 Corp.            
| |                | 125 Jericho
 Turnpike          
| |                | Jericho, New
 York 11753       
| |                | Attention:
 President          

Section
9.05 Amendments. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties.

Section
9.06 Successors and Assigns. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.

Section
9.07 Termination. This Agreement may be terminated and the Distribution abandoned
at any time prior to the Distribution Date by and in the sole discretion of the
Getty Board without the approval of Marketing. In the event of such
termination, no party shall have any liability to any other party pursuant to
this Agreement.

Section
9.08 Subsidiaries. Each of the parties hereto shall cause to be performed, and
hereby guarantees the performance of, all actions, agreements and obligations

44

---



set forth
herein to be performed by any Subsidiary of such party which is contemplated to
be a Subsidiary of such party on and after the Distribution Date.

Section
9.09 No Third-Party Beneficiaries. Except for the provisions of Article V relating
to Indemnities, this Agreement is solely for the benefit of the parties hereto
and their respective Subsidiaries and 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 reference to this
Agreement.

Section
9.10 Titles and Headings. Titles and headings to sections herein are inserted
for the convenience of reference only and are not intended to be a part of or
to affect the meaning or interpretation of this Agreement.

Section
9.11 Exhibits and Schedules. The Exhibits and Schedules shall be construed with
and as an integral part of this Agreement to the same extent as if the same had
been set forth verbatim herein.

Section
9.12 Legal Enforceability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without prejudice to
any rights or remedies otherwise available to any party hereto, each party
hereto acknowledges that damages would be an inadequate remedy for any breach
of the provisions of this Agreement and agrees that the obligations of the
parties hereunder shall be specifically enforceable.

45

---



9.13
Consent of Parties. The Parties hereby consent to the jurisdiction of the New
York Supreme Court, Nassau County, or the United States District Court for the
Eastern District of New York for all purposes.

46

---



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

| |                                 |  | 
| | ------------------------------- |  | 
| | GETTY
 PETROLEUM CORP.         
| |                                 |  | 
| | By:                             | 
| |                                 | 
| | Title:                          | 
| |                                 |  | 
| |                                
| | GETTY
 PETROLEUM MARKETING INC.
| |                                 |  | 
| | By:                             | 
| |                                 | 
| | Title:                          | 
| |                                 | 

47

---



EXHIBIT A

GETTY REALTY CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF OCTOBER 31, 1996(IN THOUSANDS)

|                                                                |  |            |         |             |    |           |       |   |         | 
|--------------------------------------------------------------- |  | ---------- | ------- | ----------- | -- | --------- | ----- | - | ------- | 
|                                                                |  | HISTORICAL |         | ADJUSTMENTS |    | PRO FORMA |      
|                                                                |  |            |         |             |    |           |      
|ASSETS                                                          |  |            |         |             |    |           |       |   |         | 
|                                                               
|Current Assets:                                                 |  |            |         |             |    |           |       |   |         | 
|Cash and cash equivalents                                       |  | $          | 28,153  |             | ($ | 18,262    | ) (a) | $ | 9,891   | 
|Short-term investments                                          |  |            | 535     |             |    |          |       |   | 535     | 
|Accounts receivable, net                                        |  |            | 2,309   |             |    |          |       |   | 2,309   | 
|Inventories                                                     |  |            | 1,651   |             |    |          |       |   | 1,651   | 
|Deferred income taxes                                           |  |            | 3,269   |             |    |          |       |   | 3,269   | 
|Prepaid expenses and other current assets                       |  |            | 3,824   |             |    |          |       |   | 3,824   | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|                                                               
|                                                                |  |            | 39,741  |             |    | (18,262   | )     |   | 21,479  | 
|                                                               
|Property, plant and
 equipment, net                             |  |            | 97,300  |             |    |          |       |   | 97,300  | 
|Other assets                                                    |  |            | 8,198   |             |    |          |       |   | 8,198   | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|TOTAL ASSETS                                                    |  | $          | 145,239 |             | ($ | 18,262    | )     | $ | 126,977 | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |            |         |             |    |           |       |   |         | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|Current Liabilities:                                            |  |            |         |             |    |           |       |   |         | 
|Current portion of long-term debt and capital lease
obligations |  | $          | 10,108  |             |    |          |       | $ | 10,108  | 
|Accounts payable                                                |  |            | 2,689   |             |    |          |       |   | 2,689   | 
|Accrued expenses                                                |  |            | 22,999  |             |    |          |       |   | 22,999  | 
|Gasoline taxes payable                                          |  |            | 77      |             |    |          |       |   | 77      | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|Total current liabilities                                       |  |            | 35,873  |             |    |          |       |   | 35,873  | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|Long-term debt                                                  |  |            | 15,652  |             |    |          |       |   | 15,652  | 
|Obligations under capital
 leases                               |  |            | 18,153  |             |    |          |       |   | 18,153  | 
|Deferred income taxes                                           |  |            | 4,173   |             |    |          |       |   | 4,173   | 
|Other, principally deposits                                     |  |            | 1,187   |             |    |          |       |   | 1,187   | 
|Stockholders equity                                            |  |            | 70,201  |             | ($ | 18,262    | ) (a) |   | 51,939  | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|                                                                |  |            |         |             |    |           |       |   |         | 
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                      |  | $          | 145,239 |             | ($ | 18,262    | )     | $ | 126,977 | 
|                                                                |  |            |         |             |    |           |       |   |         | 

The
unaudited pro forma consolidated balance sheet has been derived from the
historical financial statements of Getty Realty Corp. and reflects certain pro
forma adjustments as if the Distribution had been effected as of October 31,
1996.

(a)
Represents cash to be transferred to Marketing in an amount sufficient to
provide Marketing with net working capital of approximately $1.1 million in
accordance with the Distribution Agreement.

---



EXHIBIT D

GETTY PETROLEUM MARKETING INC. AND
SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF OCTOBER 31, 1996
(in thousands)

|                                            |  |            |         |             |   |            |     |   |         | 
|------------------------------------------- |  | ---------- | ------- | ----------- | - | ---------- | --- | - | ------- | 
|                                            |  | HISTORICAL |         | ADJUSTMENTS |   | PRO
 FORMA |    
|                                            |  |            |         |             |   |            |    
|                                           
|ASSETS                                      |  |            |         |             |   |            |     |   |         | 
|Current assets:                             |  |            |         |             |   |            |     |   |         | 
|Cash and equivalents                        |  | $          | 937     |             | $ | 18,262     | (a) | $ | 19,199  | 
|Accounts receivable, net                    |  |            | 13,559  |             |   |           |     |   | 13,559  | 
|Inventories                                 |  |            | 20,275  |             |   |           |     |   | 20,275  | 
|Deferred income taxes                       |  |            | 1,657   |             |   |           |     |   | 1,657   | 
|Prepaid expenses and other current assets   |  |            | 2,674   |             |   |           |     |   | 2,674   | 
|                                            |  |            |         |             |   |            |     |   |         | 
|Total current assets                        |  |            | 39,102  |             |   | 18,262     |     |   | 57,364  | 
|Property and equipment, net                 |  |            | 87,614  |             |   |           |     |   | 87,614  | 
|Other assets                                |  |            | 2,163   |             |   |           |     |   | 2,163   | 
|                                            |  |            |         |             |   |            |     |   |         | 
|TOTAL ASSETS                                |  | $          | 128,879 |             | $ | 18,262     |     | $ | 147,141 | 
|                                            |  |            |         |             |   |            |     |   |         | 
|LIABILITIES AND STOCKHOLDERS EQUITY        |  |            |         |             |   |            |     |   |         | 
|Current liabilities:                        |  |            |         |             |   |            |     |   |         | 
|Accounts payable                            |  | $          | 28,821  |             | $ |           |     | $ | 28,821  | 
|Accrued expenses                            |  |            | 11,247  |             |   |           |     |   | 11,247  | 
|Gasoline taxes payable                      |  |            | 16,196  |             |   |           |     |   | 16,196  | 
|                                            |  |            |         |             |   |            |     |   |         | 
|Total current liabilities                   |  |            | 56,264  |             |   |           |     |   | 56,264  | 
|Deferred income taxes                       |  |            | 14,125  |             |   |           |     |   | 14,125  | 
|Other, principally deposits                 |  |            | 14,463  |             |   |           |     |   | 14,463  | 
|Stockholders equity                        |  |            | 44,027  |             |   | 18,262     | (a) |   | 62,289  | 
|                                            |  |            |         |             |   |            |     |   |         | 
|TOTAL LIABILITIES AND
 STOCKHOLDERS EQUITY |  | $          | 128,879 |             | $ | 18,262     |     | $ | 147,141 | 
|                                            |  |            |         |             |   |            |     |   |         | 

See accompanying notes to unaudited pro forma
consolidated balance sheet.

---



EXHIBIT F

#58752

JERICHO OFFICE SPACE LICENSE AGREEMENT

AGREEMENT
made this 1st day of February, 1997 between GETTY REALTY CORP., formerly known
as Getty Petroleum Corp., hereinafter called Licensor, having its principal
office at 125 Jericho Turnpike, Jericho, New York 11753 and GETTY PETROLEUM
MARKETING INC., hereinafter called Licensee, with an office at 125 Jericho
Turnpike, Jericho, New York 11753.

RECITAL:

On February
23, 1987, Licensor, as Tenant, entered into a lease with Donald E. Axinn, as
Landlord, hereinafter called Landlord, for certain office space in the
building located at 125 Jericho Turnpike, Jericho, New York 11753, hereinafter
called the Lease, and such Lease has been subsequently amended. Licensee
acknowledges receipt of the Lease and all amendments thereto. Licensee desires
to license such premises on a joint-use basis with Licensor.

NOW,
THEREFORE, For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is mutually agreed as follows:

1. Licensor
hereby licenses to Licensee and Licensee hereby licenses from Licensor the
portion of the premises located at 125 Jericho Turnpike, Jericho, New York
11753, more fully described on Schedule A annexed hereto and made a part
hereof, together with the equipment listed on Schedule B annexed hereto and
made a part hereof, pursuant to the terms, conditions and limitations set forth
herein. The premises shall be used jointly with Licensor and Licensors
employees and invitees.

2. The term of
this license, hereinafter called the License, shall be for a period of four
(4) years and eleven (11) months, commencing on February 1, 1997, and ending on
December 31, 2001, except that either party shall have the right at any time to
terminate this License upon not less than thirteen (13) months notice to the
other party. In the event that Licensee is the terminating party, Licensee
shall pay to Licensor, upon the effective date of termination, an amount equal
to 90% of the amount to be paid by Licensor to Landlord under Paragraph 7(b)
of the Lease. In the event that Licensor is the terminating party, Licensor
shall pay 100% of such amount owed to Landlord. In the event that Licensor is
the terminating party, Licensee shall have the option subject to Landlords
consent, to continue to remain in occupancy of the office space, and Licensor
shall use its best efforts to obtain Landlords consent to the assignment of
the Lease to Licensee or to the subletting of the office space to Licensee. If
such consent is obtained Licensor shall be relieved from the obligation to pay
the amount due under Paragraph 7(b) of the Lease. Licensee shall be solely
responsible for any obligations under the Lease thereafter, including, without
limitation, early termination penalties.

3. Licensee
shall pay the following consideration (the Consideration) for the use of said
premises:

$36,500.00
per month plus the amount due each month pursuant to Paragraph 4 hereof.

The
Consideration shall be paid in advance on the first day of each calendar month,
without

1

---



notice or
demand and without any set off or deduction whatsoever. Licensee agrees that
the Consideration shall be payable in monthly installments and that if any
monthly installment thereof shall be due and unpaid for ten (10) days after
notice of such default has been delivered to Licensee, Licensor shall then have
the right to terminate this License and pursue its remedies at equity or law,
including eviction, ejectment or dispossess, under Paragraph 21 hereof or
otherwise. At Licensors option, Consideration, additional Consideration and
any other sums due and owing under this License shall be paid by electronic
wire transfer of funds or by electronic funds transfer. Licensee shall execute
and deliver to Licensor such forms or authorizations as may be necessary for
electronic wire transfers or electronic funds transfers.

4. Licensee
shall pay to Licensor monthly, as additional Consideration, (i) 90% all taxes
and sewer assessments which shall be imposed or assessed upon, Licensor as
Tenant under the Lease, and (ii) 90% of Licensors share of operating expenses
under the Lease. Licensee shall be responsible for the payment of all personal
property taxes, if any, to the appropriate taxing authority.

5. Licensor
shall pay directly to the appropriate authority, all sewer charges (other than
assessments) and all charges for gas, electricity, telephone, heat and hot
water, provided, however, if Licensee increases Licensors use of any utility
in any material respect, Licensee shall pay, as additional Consideration, the
incremental cost of such utility to Licensor.

6. Licensor
shall provide to Licensee the insurance coverage in the same manner and amounts
set forth in the Lease between Licensor, as Tenant, and Donald E. Axinn, as
Landlord, dated February 23, 1987.

7. Subject to
such uses being lawful, Licensee shall use and occupy the premises for general
office purposes, in compliance with the Lease and all zoning regulations, the
building code and all applicable laws, rules and regulations. Licensee must
obtain, at its own expense, all government licenses or permits required for the
lawful conduct of Licensees business on the premises and Licensee will, at all
times, comply with the terms of such licenses or permits.

8. Licensee
shall not use the premises, or any part thereof, for any other use not provided
for in paragraph 7 hereof, without Licensors prior written consent.

9. Subject to
the terms of the Lease, Licensor, at its expense, shall make structural repairs
deemed necessary by it to keep the premises in good operating condition,
provided that repairs are due to ordinary wear or to damage by the elements and
without any abatement of Consideration for the interruption caused thereby.

10. Licensor
shall also, at its expense, maintain the premises and the equipment included on
Schedule B in good, safe and operating condition and promptly make all
repairs or replacements which are not the responsibility of Landlord under the
Lease or of Licensee or are occasioned by the negligence or misconduct of its
employees, agents and customers, which repairs or replacements shall be in
quality and class equal to or better than the work or installations existing at
the time that the damage or injury occurred. Licensee shall commit no act of
waste to the premises or improvements.

11. If
Licensee shall fail to comply with its obligations under the last sentence of
paragraph 10 hereof,

2

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Licensor or
its agent may enter upon any portion of the premises occupied by Licensee in
order to take such remedial action as is necessary and may charge the cost of
repair to Licensee as additional Consideration due with Licensees next monthly
installment of Consideration. Licensees failure to pay such charges shall be
treated as a failure to pay Consideration when due and subject to the same
remedies.

12. Licensor
shall not be required to render any services to Licensee or to make any repairs
or replacements to the premises except those specifically described in this
License.

13. Licensor
and Licensee agree that this License is only a license and shall not be
construed as a sublease, or confer any rights of a sublease.

14. This
License is subject and subordinate to the Lease and to all mortgages or other
security instruments which may now or hereafter affect this License or the
premises, and to all renewals, modifications, consolidations, replacements and
extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required by any ground or underlying
tenant or by any mortgagee. In confirmation of such subordination, Licensee
shall execute promptly any certificate that Licensor may request.

15. Licensee
shall comply promptly with the terms of the Lease and all present and future
laws, codes and ordinances and other notices, requirements, orders, regulations
and recommendations (whatever the nature thereof) of all governmental
authorities and recommendations of the board of fire underwriters or any
insurance organizations, associations or companies in the respect to the
premises and Licensee will not knowingly do or commit, or suffer to be done or
committed anywhere in the premises, any act or thing contrary to the Lease or
any of the laws, ordinances, notices, requirements, orders, regulations and
recommendations referred to herein.

16. Licensee
shall place no signs on the premises which do not relate to Licensees business
without first obtaining Licensors prior written consent. All signs shall be in
compliance with the Lease and all applicable laws. Licensee shall pay the
charges, if any, for all sign permits.

17. Licensee
agrees that it will take no action that would violate the provisions of the
Lease.

18. (a)
Licensee shall quit and surrender peaceably and quietly, to Licensor, its agent
or attorney, possession of the premises at the expiration or other termination
of this License, in good condition, except for ordinary wear and tear. If upon
termination of this License or abandonment of the premises by Licensee,
Licensee abandons or leaves any personal property or equipment at the premises,
such equipment or property shall be conclusively deemed abandoned and Licensor
shall have the right, without notice to Licensee, to store or otherwise dispose
of the property or equipment at Licensees sole cost, expense and risk, without
being liable in any respect to Licensee. Licensee agrees that any such
disposition by Licensor shall be conclusively deemed to be commercially
reasonable.

(b)
If Licensee holds over or remains in possession of the premises after the
expiration of the term of the License, or after any prior termination thereof,
without any written agreement being made or entered into between Licensor and
Licensee, such holding over or continued possession shall be deemed

3

---



to be a
license from month to month at a monthly Consideration equal to two (2) times
the then last monthly installments payable during the term, and otherwise upon
the terms and conditions of this License, and such license shall be terminable
at the end of any month by either party upon written notice delivered to the
other party at least thirty (30) days prior to the end of such month. Nothing
herein shall be construed as to permit Licensee to hold over or remain in
possession beyond the expiration or termination of the Lease.

19. Licensee
shall not do any act, or make any contract, which may create or be a foundation
for any lien (including mechanics or materialmans liens) or other encumbrance
upon any interest of Landlord or Licensor in the premises. If any such lien be
filed, Licensee, within fifteen (15) days or as soon as reasonably possible
after notice of filing shall cause any such lien or encumbrance to be
discharged of record.

20. Licensee
shall make no additions, changes, alterations or improvements to the premises
without first submitting detailed plans and specifications and obtaining
Licensors prior written consent. Any alterations or additions to any buildings
or permanent improvements authorized by Licensor shall be made in a good,
workmanlike manner, in compliance with all applicable laws, rules and
regulations and at Licensors option shall upon installation become the
property of Licensor and Licensee shall have no right or interest therein
except to continue to use same during the remainder of the term of this
License. At the request of Licensor, Licensee shall at its own cost and expense
remove all alterations, improvements, and additions not acceptable to or
desired by Licensor, from the premises and Licensee shall repair all damage
caused by such installation and removal. Any costs incurred by Licensor in
removing or disposing of fixtures or repairing damage shall be additional
Consideration due hereunder.

21. Licensor
and Licensee agree that each of the provisions of this License is a material
and substantial condition of the agreement between the parties relating to the
license for use of the premises. Licensor may immediately terminate this
License, upon two (2) days written notice, upon the failure of Licensee to cure
a default within ten (10) days of notice of default from Licensor, and in any
manner resume full possession of the premises; in the event the Licensee does
not comply with any one of the terms and conditions of this License, the Lease,
or upon any grounds provided in any applicable law, statute, rule or regulation
including by way of illustration but not limited to the happening of the
following event:

a)
If any insolvency or receivership proceedings are instituted by or against
Licensee or Licensee makes any general assignment for the benefit of creditors,
or a receiver or trustee is appointed for Licensee or for any of Licensees
assets, or a judgment is entered against Licensee, or if any attachment,
execution or like process is issued against the Licensee or any of Licensees
assets.

22. In the
event of any default by Licensee, re-entry by Licensor, expiration or
termination of this License or dispossess by summary proceeding or otherwise,
Licensee shall be responsible for the following:

a)
Consideration up to the time of such re-entry, dispossess or expiration of the
term of this License;

b)
Consideration for the balance of the full term, all of which shall be
accelerated and due

4

---



| |                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and payable
 as of the date of default, re-entry by Licensor, termination of this License
 or entry of a judgment of possession, whichever date first occurs;                                                                                                              
| |                                                                                                                                                                                                                                                                            
| | c) The
 payment of all sums incurred by Licensor in putting the premises in good
 order or preparing the same for re-licensing, including brokerage and
 advertising fees;                                                                                                 
| |                                                                                                                                                                                                                                                                            
| | d)
 Reasonable attorneys fees and expenses resulting from Licensor enforcing any
 of the remedies described above, or in the enforcement of this License or in
 defending any claim brought against Licensor by Licensee against which
 Licensor successfully defends; and
| |                                                                                                                                                                                                                                                                            
| | e) In
 addition, Licensor shall have such other remedies as are then available to it
 by law. Licensor is under no obligation to mitigate damages.                                                                                                                         

No
right or remedy granted or reserved unto Licensor hereunder shall be deemed to
be exclusive of any other or additional right or remedy available to Licensor
at law or in equity or under statute.

23. Licensee
shall not assign, sub-license, pledge, mortgage or otherwise transfer the
premises, or any part thereof, without first obtaining Licensors written
consent which consent Licensor may, in its sole discretion, withhold with or
without cause. In the event of any such assignment or sub-licensing, by new
license agreement or otherwise, Licensee shall continue to remain jointly and
severally liable with its transferee to Licensor for the performance of all of
Licensees obligations for the remainder of the term of this License.

24. This
License is subject and subordinate to all of the terms, provisions and
conditions of the Lease with Landlord, and if such Lease shall be cancelled or
terminated, this License shall be automatically terminated or cancelled,
without any liability on the part of Licensor to Licensee.

25. The
parties hereto waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other (except for personal
injury or property damage) on any matters whatsoever arising out of or in any
way connected with this License, the relationship of Licensor and Licensee,
Licensees use of or occupancy of the premises, or any other statutory remedy.
In the event Licensor or Landlord commences any dispossess proceeding for
possession of the premises, Licensee will not interpose any counterclaim of any
nature or description in such proceeding.

26. Licensee
agrees to defend, indemnify and hold Licensor and Landlord, their affiliates,
officers, directors, employees and agents harmless from and against any and all
losses, claims, demands, suits, actions, judgments, fines or payments for, or
in connection with, any accident, injury or damage whatsoever caused to any
person or property arising, directly or indirectly, out of the business
conducted at the premises or on any of the sidewalks adjoining the same, or
arising, directly or indirectly, from any violation of any law, agency ruling
or regulation, or from any act or omission of Licensee or any sublicensee and
their respective, servants, agents, customers, employees or contractors, and from
and against all costs, expenses and liabilities incurred in connection with any
such claim or proceeding brought thereon. Licensees obligations under this
paragraph shall survive expiration or termination of this License. Licensor
shall have no responsibility whatsoever for any damage, vandalism or theft of

5

---



Licensees
property.

27. Licensee
agrees that the liability of the Licensor under this License and all matters
pertaining to or arising out of the License and the use and occupancy of the
licensed premises, shall be limited to Licensors interest in the premises, and
in no event shall Licensee make any claim against or seek to impose any
personal liability upon any individual, general or limited partner of any
partnership, or principal of any firm or corporation that may now or hereafter
become the Licensor.

28. If the
whole or any substantial part of the premises shall be acquired or condemned by
eminent domain or for any public or quasi-public use or purpose, then, and in
that event, the term of this License shall cease and terminate from the date of
title vesting and Licensee shall have no claim against Licensor for the value
of any unexpired term of this License. No part of any award shall belong to
Licensee.

29. Should any
of Licensees checks, electronic wire transfers or electronic funds transfers
be dishonored, stopped or returned for any reason after delivery or transfer to
Licensor, Licensee agrees to pay to Licensor an administrative service charge
equal to the greater of $50.00 or three (3%) percent of the amount of any such
check or attempted transfer, to cover Licensors costs and expenses. Any money
owed by Licensee to Licensor after the due date shall bear interest at the rate
of the lesser of 1 1/2% per month (18% annual percentage rate), or the maximum
interest rate permitted by law.

30. Licensor
does not, in any way, represent or warrant the fitness of the premises for the
use contemplated by Licensee and it shall be Licensees obligation to make same
fit at its sole cost and expense. Licensee acknowledges that it has inspected
the premises and accepts the same in its present condition AS IS.

31. Licensee
warrants and represents to Licensor that it has dealt with no broker, real
estate salesman, or person acting as broker or finder, in connection with this
License. Licensee shall defend, indemnify and hold harmless Licensor of and
from any and all claims, liabilities and/or damages which are based upon a
claim by any broker, person, firm, or corporation for brokerage commission and/or
other compensation by reason of having dealt with Licensee. The provisions
hereof shall survive the expiration or termination of this License.

32. All
notices and other communications which are required shall be given by hand or
by Certified Mail, Return Receipt Requested, to the parties at their respective
addresses first written above, or to the Licensee at the premises or to such
other address as either party may designate by hand or like Certified Mail. Any
such notice shall take effect at the time of the mailing thereof.

33. Licensors
right to require strict performance shall not be affected by any previous
waiver or course of dealings.

34. Licensor
shall not be liable for failure to give possession of the premises upon the
commencement date by reason of the fact that the premises are not ready for
occupancy or because a prior licensee or any other person is wrongfully holding
over or is in wrongful possession, or for any other reason. The Consideration
shall not commence until possession is given or is available, but the term
herein shall not

6

---



be extended.

35. This
License shall be binding upon and inure to the benefit of the parties hereto,
their respective heirs, successors and assigns.

36. No waiver,
modification, change or alteration of the provisions of this License, or any of
the rights or remedies of either of the parties hereto shall be valid, unless
such waiver, modification, change or alteration is in writing, and signed by
the party against whom enforcement is sought.

37. This
License shall be construed in accordance with the laws of the State of New
York.

38. In the
event any provision of this License is declared illegal, invalid, or
unenforceable or contrary to law, it shall not affect any other part.

39. The
parties have set forth in this License their entire understanding relating to
the premises, there is no other agreement or understanding between the parties
relating to the premises, except as expressly set forth herein.

40. Licensee
has fully read this License before signing same and is in full agreement with
its terms. The person signing this License on behalf of Licensee certifies that
he/she is authorized by Licensee to execute this License on behalf of Licensee
and to bind Licensee to its terms.

41. Licensee
shall not record this License or any notice or memorandum thereof.

|        |     |  |                                 | 
|------- | --- |  | ------------------------------- | 
|        |     |  | GETTY REALTY
 CORP.            
|        |     |  |                                
|        | By: |  |                                
|        |     |  |                                
|Witness |     |  | President, Licensor            
|        |     |  |                                
|        |     |  | GETTY
 PETROLEUM MARKETING INC.
|        |     |  |                                
|        | By: |  |                                
|        |     |  |                                
|Witness |     |  | President, Licensee            

7

---



SCHEDULE 1.01(a)
Environmental Liabilities

NON-INVEST-ENVIRONMENTAL

|         |  |             |  |       | 
|-------- |  | ----------- |  | ----- | 
|LOCATION |  |             |  |       | 
|         |  |             |  |      
|#        |  | CITY        |  | STATE | 
|         |  |             |  |       | 
|95141    |  | MILLSTONE   |  | NJ    | 
|96904    |  | MIDDLETOWN  |  | RI    | 
|97126    |  | HAZLETON    |  | PA    | 
|97192    |  | EDDINGTON   |  | PA    | 
|98326    |  | BRONXVILLE  |  | NY    | 
|98351    |  | NANUET      |  | NY    | 
|98440    |  | WEST HURLEY |  | NY    | 
|98442    |  | S. DURHAM   |  | NY    | 
|98444    |  | GANESVOORT  |  | NY    | 
|98455    |  | TIVOLI      |  | NY    | 
|98461    |  | SAUGERTIES  |  | NY    | 
|98535    |  | ELMHURST    |  | NY    | 
|98967    |  | BRONX       |  | NY    | 
|13       |  | sites       |  |       | 

1

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |       | 
|-------- |  | ----------------- |  | ----- | 
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE | 
|         |  |                   |  |      
|7        |  | JAMAICA           |  | NY    | 
|8        |  | REGO
 PARK        |  | NY    | 
|16       |  | OZONE
 PARK       |  | NY    | 
|17       |  | BROOKLYN          |  | NY    | 
|20       |  | BRONX             |  | NY    | 
|22       |  | CORONA            |  | NY    | 
|24       |  | BRONX             |  | NY    | 
|38       |  | OCEANSIDE         |  | NY    | 
|54       |  | BRIGHTWATERS      |  | NY    | 
|61       |  | MIDDLE
 ISLAND    |  | NY    | 
|74       |  | WHITE
 PLAINS     |  | NY    | 
|75       |  | WHITE
 PLAINS     |  | NY    | 
|77       |  | NEW
 ROCHELLE     |  | NY    | 
|78       |  | YONKERS           |  | NY    | 
|79       |  | HARTSDALE         |  | NY    | 
|82       |  | OSSINING          |  | NY    | 
|91       |  | ELMSFORD          |  | NY    | 
|93       |  | PELHAM
 MANOR     |  | NY    | 
|100      |  | MAHWAH            |  | NJ    | 
|101      |  | VALLEY
 COTTAGE   |  | NY    | 
|102      |  | PEEKSKILL         |  | NY    | 
|103      |  | PORT
 CHESTER     |  | NY    | 
|104      |  | LARCHMONT         |  | NY    | 
|110      |  | MEDFORD           |  | NY    | 
|111      |  | BRONX             |  | NY    | 
|114      |  | BRONX             |  | NY    | 
|115      |  | BRONX             |  | NY    | 
|116      |  | ELMSFORD          |  | NY    | 
|117      |  | MAMARONECK        |  | NY    | 
|121      |  | YONKERS           |  | NY    | 
|126      |  | BROOKLYN          |  | NY    | 
|128      |  | BROOKLYN          |  | NY    | 
|138      |  | YONKERS           |  | NY    | 
|146      |  | MAHOPAC           |  | NY    | 
|157      |  | POUGHKEEPSIE      |  | NY    | 
|159      |  | CARMEL            |  | NY    | 
|160      |  | MARLBORO          |  | NY    | 
|163      |  | LAKE
 KATRINE     |  | NY    | 
|169      |  | WAPPINGERS
 FALLS |  | NY    | 
|174      |  | STONY
 POINT      |  | NY    | 
|177      |  | HIGHLAND          |  | NY    | 
|178      |  | KINGSTON          |  | NY    | 
|179      |  | POUGHKEEPSIE      |  | NY    | 
|181      |  | HOWARD
 BEACH     |  | NY    | 
|182      |  | LAGRANGEVILLE     |  | NY    | 
|186      |  | BRONX             |  | NY    | 
|195      |  | STATEN
 ISLAND    |  | NY    | 
|200      |  | S.
 ISLAND        |  | NY    | 
|210      |  | BRONX             |  | NY    | 
|214      |  | JAMAICA           |  | NY    | 

2

---



INVESTMENT-ENVIRONMENTAL

|         |  |                     |  |       | 
|-------- |  | ------------------- |  | ----- | 
|LOCATION |  |                     |  |       | 
|         |  |                     |  |       | 
|#        |  | CITY                |  | STATE | 
|         |  |                     |  |       | 
|218      |  | MIDDLE
 VILLAGE     |  | NY    | 
|219      |  | LONG
 ISLAND CITY   |  | NY    | 
|223      |  | BROOKLYN            |  | NY    | 
|225      |  | ROCKAWAY
 PARK      |  | NY    | 
|228      |  | BROOKLYN            |  | NY    | 
|229      |  | BROOKLYN            |  | NY    | 
|234      |  | STATEN
 ISLAND      |  | NY    | 
|235      |  | S.
 ISLAND          |  | NY    | 
|240      |  | SPRINGFIELD
 GDNS.  |  | NY    | 
|252      |  | MT.
 VERNON         |  | NY    | 
|254      |  | NORTH
 BRUNSWICK    |  | NJ    | 
|257      |  | BRONX               |  | NY    | 
|258      |  | BRONX               |  | NY    | 
|261      |  | BRONX               |  | NY    | 
|264      |  | BRONX               |  | NY    | 
|266      |  | BRONX               |  | NY    | 
|268      |  | BRONX               |  | NY    | 
|270      |  | BRONX               |  | NY    | 
|271      |  | BRONX               |  | NY    | 
|272      |  | BRONX               |  | NY    | 
|275      |  | BRONX               |  | NY    | 
|276      |  | BRONX               |  | NY    | 
|277      |  | BRONX               |  | NY    | 
|278      |  | YONKERS             |  | NY    | 
|288      |  | ATLANTIC
 HIGHLANDS |  | NJ    | 
|301      |  | N.
 TARRYTOWN       |  | NY    | 
|304      |  | OLD
 BRIDGE         |  | NJ    | 
|307      |  | BREWSTER            |  | NY    | 
|312      |  | FLUSHING            |  | NY    | 
|319      |  | MAHWAH              |  | NJ    | 
|322      |  | VALLEY
 COTTAGE     |  | NY    | 
|323      |  | BRONX               |  | NY    | 
|324      |  | S.
 ISLAND          |  | NY    | 
|325      |  | BRIARCLIFF
 MANOR   |  | NY    | 
|326      |  | BRONX               |  | NY    | 
|329      |  | BRONX               |  | NY    | 
|331      |  | BRONX               |  | NY    | 
|332      |  | BRONX               |  | NY    | 
|334      |  | BROOKLYN            |  | NY    | 
|336      |  | BROOKLYN            |  | NY    | 
|339      |  | NEW
 YORK           |  | NY    | 
|340      |  | NEW
 YORK           |  | NY    | 
|341      |  | NEW
 YORK           |  | NY    | 
|342      |  | GLENDALE            |  | NY    | 
|343      |  | OZONE
 PARK         |  | NY    | 
|344      |  | LIC                 |  | NY    | 
|357      |  | N.
 BABYLON         |  | NY    | 
|358      |  | PELHAM              |  | NY    | 
|360      |  | SMITHTOWN           |  | NY    | 
|361      |  | ASTORIA             |  | NY    | 

3

---



INVESTMENT-ENVIRONMENTAL

|         |  |                  |  |       | 
|-------- |  | ---------------- |  | ----- | 
|LOCATION |  |                  |  |       | 
|         |  |                  |  |       | 
|#        |  | CITY             |  | STATE | 
|         |  |                  |  |       | 
|362      |  | S.
 ISLAND       |  | NY    | 
|363      |  | CEDARHURST       |  | NY    | 
|366      |  | LAKE
 RONKONKOMA |  | NY    | 
|370      |  | KEYPORT          |  | NJ    | 
|377      |  | NEW
 CITY        |  | NY    | 
|379      |  | W.
 HAVERSTRAW   |  | NY    | 
|396      |  | STATEN
 ISLAND   |  | NY    | 
|411      |  | BROOKLYN         |  | NY    | 
|421      |  | BROOKLYN         |  | NY    | 
|425      |  | W.
 ISLIP        |  | NY    | 
|429      |  | RONKONKOMA       |  | NY    | 
|444      |  | BAYSHORE         |  | NY    | 
|460      |  | BETHPAGE         |  | NY    | 
|523      |  | TOMS
 RIVER      |  | NJ    | 
|535      |  | N.
 BABYLON      |  | NY    | 
|544      |  | WHITE
 PLAINS    |  | NY    | 
|545      |  | SAUGERTIES       |  | NY    | 
|546      |  | WOODSIDE         |  | NY    | 
|547      |  | OZONE
 PARK      |  | NY    | 
|548      |  | HICKSVILLE       |  | NY    | 
|549      |  | BRONX            |  | NY    | 
|561      |  | S.
 ISLAND       |  | NY    | 
|564      |  | BROOKLYN         |  | NY    | 
|568      |  | LIC              |  | NY    | 
|570      |  | WHITE
 PLAINS    |  | NY    | 
|571      |  | N.
 WHITE PLAINS |  | NY    | 
|572      |  | HAWTHORNE        |  | NY    | 
|573      |  | PLEASANTVILLE    |  | NY    | 
|574      |  | PATTERSON        |  | NY    | 
|576      |  | YONKERS          |  | NY    | 
|577      |  | YONKERS          |  | NY    | 
|578      |  | RYE              |  | NY    | 
|579      |  | OSSINING         |  | NY    | 
|580      |  | BRANFORD         |  | CT    | 
|581      |  | BRIDGEPORT       |  | CT    | 
|583      |  | COVENTRY         |  | CT    | 
|587      |  | FRANKLIN         |  | CT    | 
|589      |  | MANCHESTER       |  | CT    | 
|590      |  | MERIDEN          |  | CT    | 
|595      |  | NEW
 MILFORD     |  | CT    | 
|596      |  | NORTH
 HAVEN     |  | CT    | 
|598      |  | NORWICH          |  | CT    | 
|600      |  | WAUREGAN         |  | CT    | 
|604      |  | TERRYVILLE       |  | CT    | 
|607      |  | UNION
 CITY      |  | CT    | 
|611      |  | WATERFORD        |  | CT    | 
|613      |  | WESTPORT         |  | CT    | 
|615      |  | WOODBRIDGE       |  | CT    | 
|619      |  | AGAWAM           |  | MA    | 
|624      |  | GRANBY           |  | MA    | 

4

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |       | 
|-------- |  | ----------------- |  | ----- | 
|LOCATION |  |                   |  |       | 
|         |  |                   |  |       | 
|#        |  | CITY              |  | STATE | 
|         |  |                   |  |       | 
|625      |  | GREAT
 BARRINGTON |  | MA    | 
|628      |  | MONSON            |  | MA    | 
|633      |  | PITTSFIELD        |  | MA    | 
|635      |  | SOUTH
 HADLEY     |  | MA    | 
|637      |  | SPRINGFIELD       |  | MA    | 
|638      |  | SPRINGFIELD       |  | MA    | 
|647      |  | OSSINING          |  | NY    | 
|649      |  | BROOKLYN          |  | NY    | 
|660      |  | LAKEWOOD          |  | NJ    | 
|667      |  | PARAMUS           |  | NJ    | 
|673      |  | PLEASANTVILLE     |  | NJ    | 
|676      |  | GLEN
 HEAD        |  | NY    | 
|677      |  | NEW
 ROCHELLE     |  | NY    | 
|679      |  | TORRINGTON        |  | CT    | 
|680      |  | N.
 BRANFORD      |  | CT    | 
|685      |  | DOBBS
 FERRY      |  | NY    | 
|687      |  | WOLCOTT           |  | CT    | 
|688      |  | PLAINVILLE        |  | CT    | 
|709      |  | BROOKLYN          |  | NY    | 
|751      |  | FAIRLESS
 HILLS   |  | PA    | 
|752      |  | PHILADELPHIA      |  | PA    | 
|6130     |  | NEW
 HAVEN        |  | CT    | 
|6722     |  | BLOOMFIELD        |  | CT    | 
|6725     |  | SIMSBURY          |  | CT    | 
|6742     |  | RIDGEFIELD        |  | CT    | 
|6743     |  | BRIDGEPORT        |  | CT    | 
|6744     |  | NORWALK           |  | CT    | 
|6746     |  | BRIDGEPORT        |  | CT    | 
|6748     |  | BRIDGEPORT        |  | CT    | 
|6749     |  | BRIDGEPORT        |  | CT    | 
|6751     |  | BRIDGEPORT        |  | CT    | 
|6753     |  | BRIDGEPORT        |  | CT    | 
|6754     |  | BRIDGEPORT        |  | CT    | 
|6756     |  | BRIDGEPORT        |  | CT    | 
|6762     |  | DARIEN            |  | CT    | 
|6764     |  | WESTPORT          |  | CT    | 
|6765     |  | STAMFORD          |  | CT    | 
|6766     |  | HAMDEN            |  | CT    | 
|6768     |  | STAMFORD          |  | CT    | 
|6772     |  | COS
 COB          |  | CT    | 
|6776     |  | STRATFORD         |  | CT    | 
|6777     |  | MILFORD           |  | CT    | 
|6778     |  | STRATFORD         |  | CT    | 
|6782     |  | FAIRFIELD         |  | CT    | 
|6811     |  | BRISTOL           |  | CT    | 
|6813     |  | BROOKFIELD        |  | CT    | 
|6817     |  | TORRINGTON        |  | CT    | 
|6819     |  | NORWALK           |  | CT    | 
|6826     |  | HARTFORD          |  | CT    | 
|6831     |  | NEW
 HAVEN        |  | CT    | 

5

---



INVESTMENT-ENVIRONMENTAL

|         |  |                |  |       | 
|-------- |  | -------------- |  | ----- | 
|LOCATION |  |                |  |       | 
|         |  |                |  |       | 
|#        |  | CITY           |  | STATE | 
|         |  |                |  |       | 
|6836     |  | BRIDGEPORT     |  | CT    | 
|6837     |  | WILTON         |  | CT    | 
|6850     |  | W.
 HARTFORD   |  | CT    | 
|6853     |  | ENFIELD        |  | CT    | 
|6862     |  | STRATFORD      |  | CT    | 
|6864     |  | EAST
 HARTFORD |  | CT    | 
|6871     |  | AVON           |  | CT    | 
|8608     |  | WILMINGTON     |  | DE    | 
|8635     |  | NEW
 CASTLE    |  | DE    | 
|8637     |  | ST.
 GEORGES   |  | DE    | 
|8641     |  | WILMINGTON     |  | DE    | 
|8667     |  | NEWARK         |  | DE    | 
|8669     |  | WILMINGTON     |  | DE    | 
|28206    |  | LISBON         |  | ME    | 
|28215    |  | WESTBROOK      |  | ME    | 
|28226    |  | WINDHAM        |  | ME    | 
|28231    |  | AUGUSTA        |  | ME    | 
|29721    |  | BALTIMORE      |  | MD    | 
|29763    |  | RANDALLSTOWN   |  | MD    | 
|30161    |  | MILFORD        |  | MA    | 
|30315    |  | S.
 WEYMOUTH   |  | MA    | 
|30326    |  | GARDNER        |  | MA    | 
|30327    |  | STOUGHTON      |  | MA    | 
|30332    |  | METHUEN        |  | MA    | 
|30344    |  | RANDOLPH       |  | MA    | 
|30351    |  | ROCKLAND       |  | MA    | 
|30352    |  | WATERTOWN      |  | MA    | 
|30363    |  | WEYMOUTH       |  | MA    | 
|30374    |  | DEDHAM         |  | MA    | 
|30375    |  | HINGHAM        |  | MA    | 
|30392    |  | ASHLAND        |  | MA    | 
|30409    |  | HYDE
 PARK     |  | MA    | 
|30412    |  | PITTSFIELD     |  | MA    | 
|30436    |  | WORCESTER      |  | MA    | 
|30438    |  | NEW
 BEDFORD   |  | MA    | 
|30439    |  | TAUNTON        |  | MA    | 
|30466    |  | CLINTON        |  | MA    | 
|30468    |  | FOXBORO        |  | MA    | 
|30472    |  | GROVELAND      |  | MA    | 
|30488    |  | HYANNIS        |  | MA    | 
|30506    |  | HOLYOKE        |  | MA    | 
|30518    |  | GROVELAND      |  | MA    | 
|30524    |  | FALMOUTH       |  | MA    | 
|30537    |  | SOMERSET       |  | MA    | 
|30545    |  | METHUEN        |  | MA    | 
|30546    |  | ROCKLAND       |  | MA    | 
|30548    |  | WILLIAMSTOWN   |  | MA    | 
|30551    |  | FAIRHAVEN      |  | MA    | 
|30552    |  | BELLINGHAM     |  | MA    | 
|30558    |  | SEEKNOK        |  | MA    | 

6

---



INVESTMENT-ENVIRONMENTAL

|         |  |                      |  |       | 
|-------- |  | -------------------- |  | ----- | 
|LOCATION |  |                      |  |       | 
|         |  |                      |  |       | 
|#        |  | CITY                 |  | STATE | 
|         |  |                      |  |       | 
|30559    |  | WALPOLE              |  | MA    | 
|30561    |  | N.
 ANDOVER          |  | MA    | 
|30562    |  | WESTFORD             |  | MA    | 
|30600    |  | LOWELL               |  | MA    | 
|30601    |  | FRAMINGHAM           |  | MA    | 
|30602    |  | AUBURN               |  | MA    | 
|30603    |  | METHUEN              |  | MA    | 
|30604    |  | AMESBURY             |  | MA    | 
|30605    |  | GEORGETOWN           |  | MA    | 
|30606    |  | IPSWICH              |  | MA    | 
|30607    |  | SALISBURY            |  | MA    | 
|30609    |  | BEVERLY              |  | MA    | 
|30611    |  | HAVERHILL            |  | MA    | 
|30612    |  | CHATHAM              |  | MA    | 
|30618    |  | LOWELL               |  | MA    | 
|30619    |  | METHUEN              |  | MA    | 
|30621    |  | NEWBURYPORT          |  | MA    | 
|30623    |  | ORLEANS              |  | MA    | 
|30624    |  | PEABODY              |  | MA    | 
|30627    |  | SALEM                |  | MA    | 
|30629    |  | TEWKSBURY            |  | MA    | 
|30630    |  | TWIN
 MILL (WAREHAM) |  | MA    | 
|30631    |  | FALMOUTH             |  | MA    | 
|30632    |  | W.
 YARMOUTH         |  | MA    | 
|30633    |  | WESTFORD             |  | MA    | 
|30635    |  | YARMOUTH             |  | MA    | 
|30636    |  | BRIDGEWATER          |  | MA    | 
|30644    |  | CANTON               |  | MA    | 
|30646    |  | STOUCHTON            |  | MA    | 
|30651    |  | WORCESTER            |  | MA    | 
|30652    |  | AUBURN               |  | MA    | 
|30653    |  | BARRE                |  | MA    | 
|30654    |  | WORCESTER            |  | MA    | 
|30655    |  | BROCKTON             |  | MA    | 
|30656    |  | MILLBURY             |  | MA    | 
|30658    |  | WORCESTER            |  | MA    | 
|30660    |  | DUDLEY               |  | MA    | 
|30663    |  | WORCESTER            |  | MA    | 
|30664    |  | HYANNIS              |  | MA    | 
|30665    |  | LEOMINSTER           |  | MA    | 
|30666    |  | WORCESTER            |  | MA    | 
|30668    |  | WORCESTER            |  | MA    | 
|30669    |  | NORTH
 BOROUGH       |  | MA    | 
|30670    |  | POCASSET             |  | MA    | 
|30671    |  | CLINTON              |  | MA    | 
|30672    |  | W.
 BOYLSTON         |  | MA    | 
|30673    |  | WORCESTER            |  | MA    | 
|30674    |  | SOUTHBRIDGE          |  | MA    | 
|30675    |  | WORCESTER            |  | MA    | 
|30676    |  | S.
 YARMOUTH         |  | MA    | 

7

---



INVESTMENT-ENVIRONMENTAL

|         |  |                |  |       | 
|-------- |  | -------------- |  | ----- | 
|LOCATION |  |                |  |       | 
|         |  |                |  |       | 
|#        |  | CITY           |  | STATE | 
|         |  |                |  |       | 
|30677    |  | STERLING       |  | MA    | 
|30679    |  | WORCESTER      |  | MA    | 
|30680    |  | FRAMINGHAM     |  | MA    | 
|30682    |  | WAREHAM        |  | MA    | 
|30683    |  | WESTBOROUGH    |  | MA    | 
|30684    |  | HARWICHPORT    |  | MA    | 
|30685    |  | WORCESTER      |  | MA    | 
|30686    |  | WORCESTER      |  | MA    | 
|30687    |  | FITCHBURG      |  | MA    | 
|30688    |  | WORCESTER      |  | MA    | 
|30689    |  | CHERRY
 VALLEY |  | MA    | 
|30690    |  | FRAMINGINGHAM  |  | MA    | 
|30692    |  | SOUTHBRIDGE    |  | MA    | 
|30693    |  | OXFORD         |  | MA    | 
|30694    |  | WORCESTER      |  | MA    | 
|30696    |  | FITCHBURG      |  | MA    | 
|30697    |  | WORCESTER      |  | MA    | 
|30700    |  | FRAMINGHAM     |  | MA    | 
|30702    |  | MILFORD        |  | MA    | 
|30704    |  | UXBRIDGE       |  | MA    | 
|30710    |  | WORCESTER      |  | MA    | 
|55211    |  | DERRY          |  | NH    | 
|55234    |  | PLAISTOW       |  | NH    | 
|55235    |  | GILFORD        |  | NH    | 
|55236    |  | SOMERSWORTH    |  | NH    | 
|55237    |  | SALEM          |  | NH    | 
|55238    |  | LONDONDERRY    |  | NH    | 
|55239    |  | ROCHESTER      |  | NH    | 
|55241    |  | HAMPTON        |  | NH    | 
|55245    |  | NASHUA         |  | NH    | 
|55246    |  | PELHAM         |  | NH    | 
|55247    |  | PEMBROKE       |  | NH    | 
|55249    |  | ROCHESTER      |  | NH    | 
|55250    |  | ROCHESTER      |  | NH    | 
|55251    |  | SALEM          |  | NH    | 
|55252    |  | SEABROOK       |  | NH    | 
|55253    |  | SOMERSWORTH    |  | NH    | 
|55254    |  | EXETER         |  | NH    | 
|55256    |  | CANDIA         |  | NH    | 
|55257    |  | EPPING         |  | NH    | 
|55258    |  | EPSOM          |  | NH    | 
|55261    |  | MILFORD        |  | NH    | 
|55264    |  | PORTSMOUTH     |  | NH    | 
|55265    |  | PORTSMOUTH     |  | NH    | 
|55267    |  | SALEM          |  | NH    | 
|55268    |  | SEABROOK       |  | NH    | 
|56003    |  | MCAFEE         |  | NJ    | 
|56005    |  | HAMBURG        |  | NJ    | 
|56009    |  | WEST
 MILFORD  |  | NJ    | 
|56028    |  | WILLINGBORO    |  | NJ    | 

8

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|56039    |  | NUTLEY            |  | NJ   
|56046    |  | TOMS
 RIVER       |  | NJ   
|56051    |  | WALL
 TOWNSHIP    |  | NJ   
|56056    |  | UNION             |  | NJ   
|56062    |  | CRANBURY          |  | NJ   
|56064    |  | SPOTSWOOD         |  | NJ   
|56065    |  | NEW
 BRUNSWICK    |  | NJ   
|56075    |  | ELIZABETH         |  | NJ   
|56079    |  | BAYONNE           |  | NJ   
|56084    |  | BASKING
 RIDGE    |  | NJ   
|56086    |  | DEPTFORD          |  | NJ   
|56088    |  | SEWELL            |  | NJ   
|56101    |  | TRENTON           |  | NJ   
|56102    |  | LODI              |  | NJ   
|56113    |  | SPRING
 LAKE      |  | NJ   
|56116    |  | CLIFTON           |  | NJ   
|56117    |  | SEWELL            |  | NJ   
|56132    |  | ASBURY
 PARK      |  | NJ   
|56142    |  | PATERSON          |  | NJ   
|56149    |  | BRICK
 TOWNSHIP   |  | NJ   
|56156    |  | OCEAN
 CITY       |  | NJ   
|56157    |  | WHITING           |  | NJ   
|56169    |  | MONTVALE          |  | NJ   
|56215    |  | NEPTUNE           |  | NJ   
|56230    |  | NEWARK            |  | NJ   
|56251    |  | NESHANIC
 STATION |  | NJ   
|56253    |  | PINE
 HILL        |  | NJ   
|56258    |  | TUCKERTON         |  | NJ   
|56260    |  | W.
 DEPTFORD      |  | NJ   
|56262    |  | ATCO              |  | NJ   
|56263    |  | SOMERVILLE        |  | NJ   
|56271    |  | MATAWAN           |  | NJ   
|56276    |  | FORT
 LEE         |  | NJ   
|56803    |  | BERGENFIELD       |  | NJ   
|56809    |  | RAHWAY            |  | NJ   
|56815    |  | LINDEN            |  | NJ   
|56818    |  | BLOOMFIELD        |  | NJ   
|56821    |  | SOUTH
 ORANGE     |  | NJ   
|56844    |  | NUTLEY            |  | NJ   
|56852    |  | ENGLEWOOD         |  | NJ   
|56868    |  | CLIFTON           |  | NJ   
|56871    |  | JERSEY
 CITY      |  | NJ   
|56873    |  | WATCHUNG          |  | NJ   
|56877    |  | GREEN
 VILLAGE    |  | NJ   
|56891    |  | BLOOMFIELD        |  | NJ   
|56893    |  | PARLIN            |  | NJ   
|56896    |  | COLONIA           |  | NJ   
|56897    |  | N.
 BERGEN        |  | NJ   
|56915    |  | RIDGEWOOD         |  | NJ   
|56919    |  | WAYNE             |  | NJ   

9

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|56921    |  | WASHINGTON        |  | NJ   
|56922    |  | PARAMUS           |  | NJ   
|56924    |  | GARFIELD          |  | NJ   
|56925    |  | JERSEY
 CITY      |  | NJ   
|56926    |  | FORT
 LEE         |  | NJ   
|56933    |  | BELFORD           |  | NJ   
|56935    |  | EATONTOWN         |  | NJ   
|56939    |  | MONMOUTH
 BCH     |  | NJ   
|56962    |  | TRENTON           |  | NJ   
|56987    |  | BEVERLY           |  | NJ   
|56999    |  | WEST
 ORANGE      |  | NJ   
|58006    |  | ROCKVILLE
 CENTRE |  | NY   
|58007    |  | GLENDALE          |  | NY   
|58012    |  | BELLAIRE          |  | NY   
|58014    |  | BRONX             |  | NY   
|58015    |  | BROOKLYN          |  | NY   
|58018    |  | BAYSIDE           |  | NY   
|58019    |  | YONKERS           |  | NY   
|58021    |  | DOBBS
 FERRY      |  | NY   
|58022    |  | N.
 MERRICK       |  | NY   
|58025    |  | WHITE
 PLAINS     |  | NY   
|58027    |  | GREAT
 NECK       |  | NY   
|58031    |  | GLEN
 HEAD        |  | NY   
|58034    |  | PT.
 WASHINGTON   |  | NY   
|58041    |  | WESTBURY          |  | NY   
|58042    |  | TUCKAHOE          |  | NY   
|58046    |  | EAST
 HILLS       |  | NY   
|58049    |  | YONKERS           |  | NY   
|58053    |  | BROOKLYN          |  | NY   
|58069    |  | LYNBROOK          |  | NY   
|58071    |  | ST.
 ALBANS       |  | NY   
|58072    |  | RHINEBECK         |  | NY   
|58073    |  | RIDGEWOOD         |  | NY   
|58077    |  | BROOKLYN          |  | NY   
|58079    |  | BROOKLYN          |  | NY   
|58087    |  | BAYSHORE          |  | NY   
|58092    |  | ARDSLEY           |  | NY   
|58101    |  | YONKERS           |  | NY   
|58108    |  | WHITE
 PLAINS     |  | NY   
|58111    |  | SCARSDALE         |  | NY   
|58112    |  | EASTCHESTER       |  | NY   
|58114    |  | NEW
 ROCHELLE     |  | NY   
|58119    |  | BROOKLYN          |  | NY   
|58121    |  | NEW
 ROCHELLE     |  | NY   
|58123    |  | BROOKLYN          |  | NY   
|58154    |  | BRONX             |  | NY   
|58161    |  | YONKERS           |  | NY   
|58173    |  | GLENVILLE         |  | NY   
|58184    |  | YONKERS           |  | NY   
|58205    |  | NEW
 YORK         |  | NY   

10

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|58218    |  | ALBANY            |  | NY   
|58220    |  | LONG
 ISLAND CITY |  | NY   
|58254    |  | ALBANY            |  | NY   
|58260    |  | RENSSELAER        |  | NY   
|58263    |  | MT.
 KISCO        |  | NY   
|58297    |  | SALT
 POINT       |  | NY   
|58315    |  | ROTTERDAM         |  | NY   
|58329    |  | OSSINING          |  | NY   
|58347    |  | ELLENVILLE        |  | NY   
|58367    |  | CHATHAM           |  | NY   
|58393    |  | HYDE
 PARK        |  | NY   
|58401    |  | SHRUB
 OAK        |  | NY   
|58409    |  | NEW
 YORK         |  | NY   
|58411    |  | EAST
 MEADOW      |  | NY   
|58415    |  | BROOKLYN          |  | NY   
|58441    |  | STATEN
 ISLAND    |  | NY   
|58442    |  | STATEN
 ISLAND    |  | NY   
|58471    |  | CEDARHURST        |  | NY   
|58505    |  | BRONX             |  | NY   
|58513    |  | BRONX             |  | NY   
|58514    |  | NEW
 YORK         |  | NY   
|58526    |  | OZONE
 PARK       |  | NY   
|58532    |  | MT.
 VERNON       |  | NY   
|58535    |  | PELHAM
 MANOR     |  | NY   
|58542    |  | NEW
 YORK         |  | NY   
|58543    |  | FREEPORT          |  | NY   
|58547    |  | ASTORIA           |  | NY   
|58548    |  | MOHEGAN
 LAKE     |  | NY   
|58553    |  | STATEN
 ISLAND    |  | NY   
|58557    |  | E.
 ELMHURST      |  | NY   
|58558    |  | STATEN
 ISLAND    |  | NY   
|58563    |  | MERRICK           |  | NY   
|58567    |  | GUILDERLAND
 CTR. |  | NY   
|58573    |  | WANTAGH           |  | NY   
|58574    |  | SMITHTOWN         |  | NY   
|58582    |  | TROY              |  | NY   
|58584    |  | BROOKLYN          |  | NY   
|58585    |  | ARVERNE           |  | NY   
|58587    |  | REGO
 PARK        |  | NY   
|58592    |  | NEW
 YORK         |  | NY   
|58596    |  | MIDDLETOWN        |  | NY   
|58598    |  | OCEANSIDE         |  | NY   
|58602    |  | MANHASSET         |  | NY   
|58605    |  | HOWARD
 BEACH     |  | NY   
|58616    |  | BRONX             |  | NY   
|58703    |  | SCHENECTADY       |  | NY   
|58704    |  | BALLSTON
 SPA     |  | NY   
|58705    |  | BALLSTON
 SPA     |  | NY   
|58710    |  | COLONIE           |  | NY   
|58711    |  | DELMAR            |  | NY   

11

---



INVESTMENT-ENVIRONMENTAL

|         |  |                  |  |      
|-------- |  | ---------------- |  | -----
|LOCATION |  |                  |  |      
|         |  |                  |  |      
|#        |  | CITY             |  | STATE
|         |  |                  |  |      
|58712    |  | ELLENVILLE       |  | NY   
|58713    |  | FT.
 EDWARD      |  | NY   
|58714    |  | FT.
 PLAIN       |  | NY   
|58715    |  | GLENS
 FALLS     |  | NY   
|58716    |  | GLOVERSVILLE     |  | NY   
|58718    |  | HALFMOON         |  | NY   
|58719    |  | GREEN
 ISLAND    |  | NY   
|58720    |  | HANCOCK          |  | NY   
|58721    |  | HYDE
 PARK       |  | NY   
|58722    |  | LATHAM           |  | NY   
|58723    |  | BALLSTON
 SPA    |  | NY   
|58724    |  | MELROSE          |  | NY   
|58725    |  | MILLERTON        |  | NY   
|58726    |  | NEW
 WINDSOR     |  | NY   
|58727    |  | NISKAYUNA        |  | NY   
|58730    |  | PLEASANT
 VALLEY |  | NY   
|58731    |  | POUGHKEEPSIE     |  | NY   
|58733    |  | QUEENSBURY       |  | NY   
|58735    |  | ROTTERDAM        |  | NY   
|58737    |  | GUILDERLAND      |  | NY   
|58739    |  | S.
 GLENS FALLS  |  | NY   
|58740    |  | TROY             |  | NY   
|58741    |  | WARRENSBURG      |  | NY   
|58743    |  | HUDSON
 FALLS    |  | NY   
|58744    |  | MECHANICVILLE    |  | NY   
|58745    |  | ALBANY           |  | NY   
|58750    |  | MECHANICVILLE    |  | NY   
|58751    |  | NEWBURGH         |  | NY   
|58753    |  | KINGSTON         |  | NY   
|58754    |  | RENSSELAER       |  | NY   
|58759    |  | RHINEBECK        |  | NY   
|58760    |  | PORT
 EWEN       |  | NY   
|58761    |  | CATSKILL         |  | NY   
|58762    |  | CATSKILL         |  | NY   
|58764    |  | CATSKILL         |  | NY   
|58766    |  | HUDSON           |  | NY   
|58768    |  | SAUGERTIES       |  | NY   
|58769    |  | FREEHOLD         |  | NY   
|58770    |  | COXSACKIE        |  | NY   
|58771    |  | GREENVILLE       |  | NY   
|58772    |  | QUARRYVILLE      |  | NY   
|58774    |  | MONSEY           |  | NY   
|58776    |  | KINGSTON         |  | NY   
|58780    |  | RENSSELAER       |  | NY   
|58785    |  | MENANDS          |  | NY   
|58786    |  | HOUSICK
 FALLS   |  | NY   
|58788    |  | BREWSTER         |  | NY   
|58790    |  | BARDONIA         |  | NY   
|58793    |  | VALATIE          |  | NY   
|58794    |  | CAIRO            |  | NY   

12

---



INVESTMENT-ENVIRONMENTAL

|         |  |                    |  |      
|-------- |  | ------------------ |  | -----
|LOCATION |  |                    |  |      
|         |  |                    |  |      
|#        |  | CITY               |  | STATE
|         |  |                    |  |      
|58796    |  | VISTA              |  | NY   
|58797    |  | LEEDS              |  | NY   
|58798    |  | POUGHKEEPSIE       |  | NY   
|58802    |  | PINE
 BUSH         |  | NY   
|58804    |  | COPAKE             |  | NY   
|58806    |  | RED
 HOOK          |  | NY   
|58808    |  | W.
 TAGHKANIC      |  | NY   
|58812    |  | RAVENA             |  | NY   
|58822    |  | CROTON
 FALLS      |  | NY   
|67101    |  | BANGOR             |  | PA   
|67215    |  | PHILADELPHIA       |  | PA   
|67227    |  | ALLENTOWN          |  | PA   
|67243    |  | BRYN
 MAWR         |  | PA   
|67244    |  | CONSHOHOCKEN       |  | PA   
|67249    |  | PHILADELPHIA       |  | PA   
|67253    |  | HUNTINGDON
 VALLEY |  | PA   
|67254    |  | FEASTERVILLE       |  | PA   
|67255    |  | PHILADELPHIA       |  | PA   
|67258    |  | PHILADELPHIA       |  | PA   
|67265    |  | PHILADELPHIA       |  | PA   
|67266    |  | PHILADELPHIA       |  | PA   
|67269    |  | HATBORO            |  | PA   
|67271    |  | HAVERTOWN          |  | PA   
|67272    |  | MEDIA              |  | PA   
|67274    |  | PHILADELPHIA       |  | PA   
|67275    |  | MILMONT
 PARK      |  | PA   
|67276    |  | PHILADELPHIA       |  | PA   
|67278    |  | ALDAN              |  | PA   
|67282    |  | BRISTOL            |  | PA   
|67288    |  | TREVOSE            |  | PA   
|67298    |  | HAVERTOWN          |  | PA   
|67299    |  | ABINGTON           |  | PA   
|67301    |  | HATBORO            |  | PA   
|67367    |  | CLIFTON
 HIGHTS    |  | PA   
|67381    |  | ALDAN              |  | PA   
|67396    |  | MEDIA              |  | PA   
|67398    |  | ROSLYN             |  | PA   
|67401    |  | CLIFTON
 HIGHTS    |  | PA   
|67402    |  | PHILADELPHIA       |  | PA   
|67405    |  | MORRISVILLE        |  | PA   
|67409    |  | PHILADELPHIA       |  | PA   
|67415    |  | PHOENIXVILLE       |  | PA   
|67416    |  | LEVITTOWN          |  | PA   
|67418    |  | LANGHORNE          |  | PA   
|67419    |  | POTTSTOWN          |  | PA   
|67422    |  | BOYERTOWN          |  | PA   
|67423    |  | QUAKERTOWN         |  | PA   
|67425    |  | SOUDERTON          |  | PA   
|67426    |  | LANSDALE           |  | PA   
|67431    |  | FURLONG            |  | PA   

13

---



INVESTMENT-ENVIRONMENTAL

|         |  |                  |  |      
|-------- |  | ---------------- |  | -----
|LOCATION |  |                  |  |      
|         |  |                  |  |      
|#        |  | CITY             |  | STATE
|         |  |                  |  |      
|67432    |  | COOPERSBURG      |  | PA   
|67433    |  | DOYLESTOWN       |  | PA   
|67434    |  | RICHBORO         |  | PA   
|67435    |  | PENNDEL          |  | PA   
|67436    |  | WEST
 CHESTER    |  | PA   
|67437    |  | NORRISTOWN       |  | PA   
|67531    |  | TRAPPE           |  | PA   
|67580    |  | GETTYSBURG       |  | PA   
|67598    |  | LINWOOD          |  | PA   
|67599    |  | ELIZABETHTOWN    |  | PA   
|67601    |  | NORTH
 HILLS     |  | PA   
|67602    |  | NEWTOWN
 SQUARE  |  | PA   
|67604    |  | ALLENTOWN        |  | PA   
|67607    |  | PHILADELPHIA     |  | PA   
|67610    |  | PHILADELPHIA     |  | PA   
|67615    |  | PHILADELPHIA     |  | PA   
|67617    |  | PALMER
 TOWNSHIP |  | PA   
|67623    |  | FARIFIELD        |  | PA   
|67624    |  | NEW
 OXFORD      |  | PA   
|67626    |  | LITTLESTOWN      |  | PA   
|67627    |  | HANOVER          |  | PA   
|67635    |  | YORK             |  | PA   
|67636    |  | DOVER            |  | PA   
|67638    |  | GLEN
 ROCK       |  | PA   
|67639    |  | CARLISLE         |  | PA   
|67640    |  | CARLISLE         |  | PA   
|67641    |  | BOILING
 SPRINGS |  | PA   
|67647    |  | HANOVER          |  | PA   
|67649    |  | BIGLERVILLE      |  | PA   
|67650    |  | NEW
 OXFORD      |  | PA   
|67654    |  | HARRISBURG       |  | PA   
|68002    |  | MIDDLETOWN       |  | RI   
|68007    |  | PROVIDENCE       |  | RI   
|68120    |  | EAST
 PROVIDENCE |  | RI   
|68611    |  | PAWTUCKET        |  | RI   
|68619    |  | CRANSTON         |  | RI   
|68622    |  | PAWTUCKET        |  | RI   
|68623    |  | BARRINGTON       |  | RI   
|68629    |  | WARWICK          |  | RI   
|68642    |  | PORTSMOUTH       |  | RI   
|69004    |  | EPHRATA          |  | PA   
|69005    |  | DAUPHIN          |  | PA   
|69010    |  | YORK             |  | PA   
|69012    |  | GETTYSBURG       |  | PA   
|69016    |  | POTTSVILLE       |  | PA   
|69019    |  | POTTSVILLE       |  | PA   
|69406    |  | ALLENTOWN        |  | PA   
|69407    |  | LANCASTER        |  | PA   
|69408    |  | BETHLEHEM        |  | PA   
|69409    |  | EASTON           |  | PA   

14

---



INVESTMENT-ENVIRONMENTAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|69415    |  | BETHLEHEM         |  | PA   
|69416    |  | LANCASTER         |  | PA   
|69417    |  | SCHAEFFERSTOWN    |  | PA   
|69419    |  | HAMBURG           |  | PA   
|69420    |  | READING           |  | PA   
|69421    |  | MILLERSVILLE      |  | PA   
|69422    |  | MANHEIM           |  | PA   
|69424    |  | MOUNTVILLE        |  | PA   
|69425    |  | EBENEZER          |  | PA   
|69426    |  | BETHLEHEM         |  | PA   
|69428    |  | INTERCOURSE       |  | PA   
|69430    |  | REINHOLDS         |  | PA   
|69431    |  | BOYERTOWN         |  | PA   
|69436    |  | WEST
 GROVE       |  | PA   
|69439    |  | OXFORD            |  | PA   
|69440    |  | POTTSTOWN         |  | PA   
|69443    |  | EPHRATA           |  | PA   
|69444    |  | READING           |  | PA   
|69445    |  | ROBESONIA         |  | PA   
|69449    |  | YORK              |  | PA   
|69466    |  | KENHORST          |  | PA   
|69472    |  | LEOLA             |  | PA   
|69476    |  | SHREWSBURY        |  | PA   
|69483    |  | RED
 LION         |  | PA   
|69484    |  | READING           |  | PA   
|69485    |  | ROTHSVILLE        |  | PA   
|69495    |  | HARRISBURG        |  | PA   
|69497    |  | ADAMSTOWN         |  | PA   
|69503    |  | LANCASTER         |  | PA   
|69504    |  | NEW
 HOLLAND      |  | PA   
|69505    |  | CHRISTIANA        |  | PA   
|69507    |  | LANCASTER         |  | PA   
|69672    |  | READING           |  | PA   
|69673    |  | WYOMISSING
 HILLS |  | PA   
|69676    |  | ST.CLAIR          |  | PA   
|69680    |  | REIFFTON          |  | PA   
|69681    |  | W.
 READING       |  | PA   
|69682    |  | ARENDTSVILLE      |  | PA   
|69683    |  | MOHNTON           |  | PA   
|69684    |  | ST.THOMAS         |  | PA   
|69685    |  | CARLISLE          |  | PA   
|69688    |  | BONNEAUVILLE      |  | PA   
|69690    |  | MCCONNELLBURG     |  | PA   
|76112    |  | BENNINGTON        |  | VT   
|694      |  | sites             |  |      

15

---



SCHEDULE 1.01(b)
Upgrades

NON-INVEST-CAPITAL

|         |  |            |  |      
|-------- |  | ---------- |  | -----
|LOCATION |  |            |  |      
|         |  |            |  |      
|#        |  | CITY       |  | STATE
|         |  |            |  |      
|96904    |  | MIDDLETOWN |  | RI   
|97192    |  | EDDINGTON  |  | PA   
|98175    |  | LYNBROOK   |  | NY   
|98326    |  | BRONXVILLE |  | NY   
|4        |  | sites      |  |      

INVESTMENT-CAPITAL

|         |  |                    |  |      
|-------- |  | ------------------ |  | -----
|LOCATION |  |                    |  |      
|         |  |                    |  |      
|#        |  | CITY               |  | STATE
|         |  |                    |  |      
|6        |  | BROOKLYN           |  | NY   
|7        |  | JAMAICA            |  | NY   
|8        |  | REGO
 PARK         |  | NY   
|20       |  | BRONX              |  | NY   
|22       |  | CORONA             |  | NY   
|24       |  | BRONX              |  | NY   
|61       |  | MIDDLE
 ISLAND     |  | NY   
|74       |  | WHITE
 PLAINS      |  | NY   
|79       |  | HARTSDALE          |  | NY   
|82       |  | OSSINING           |  | NY   
|91       |  | ELMSFORD           |  | NY   
|102      |  | PEEKSKILL          |  | NY   
|104      |  | LARCHMONT          |  | NY   
|111      |  | BRONX              |  | NY   
|115      |  | BRONX              |  | NY   
|117      |  | MAMARONECK         |  | NY   
|121      |  | YONKERS            |  | NY   
|126      |  | BROOKLYN           |  | NY   
|128      |  | BROOKLYN           |  | NY   
|138      |  | YONKERS            |  | NY   
|146      |  | MAHOPAC            |  | NY   
|157      |  | POUGHKEEPSIE       |  | NY   
|160      |  | MARLBORO           |  | NY   
|163      |  | LAKE
 KATRINE      |  | NY   
|174      |  | STONY
 POINT       |  | NY   
|177      |  | HIGHLAND           |  | NY   
|178      |  | KINGSTON           |  | NY   
|181      |  | HOWARD
 BEACH      |  | NY   
|186      |  | BRONX              |  | NY   
|195      |  | S.
 ISLAND         |  | NY   
|200      |  | S.
 ISLAND         |  | NY   
|223      |  | BROOKLYN           |  | NY   
|229      |  | BROOKLYN           |  | NY   
|234      |  | S.
 ISLAND         |  | NY   
|235      |  | S.
 ISLAND         |  | NY   
|240      |  | SPRINGFIELD
 GDNS. |  | NY   
|252      |  | MT.
 VERNON        |  | NY   
|264      |  | BRONX              |  | NY   
|266      |  | BRONX              |  | NY   
|270      |  | BRONX              |  | NY   
|272      |  | BRONX              |  | NY   
|275      |  | BRONX              |  | NY   
|276      |  | BRONX              |  | NY   
|277      |  | BRONX              |  | NY   
|278      |  | YONKERS            |  | NY   
|301      |  | N.
 TARRYTOWN      |  | NY   
|307      |  | BREWSTER           |  | NY   
|312      |  | FLUSHING           |  | NY   
|323      |  | BRONX              |  | NY   
|324      |  | S.
 ISLAND         |  | NY   

1

---



INVESTMENT-CAPITAL

|         |  |                |  |      
|-------- |  | -------------- |  | -----
|LOCATION |  |                |  |      
|         |  |                |  |      
|#        |  | CITY           |  | STATE
|         |  |                |  |      
|341      |  | NEW YORK       |  | NY   
|342      |  | GLENDALE       |  | NY   
|343      |  | OZONE PARK     |  | NY   
|344      |  | LIC            |  | NY   
|350      |  | SPRING
 VALLEY |  | NY   
|361      |  | ASTORIA        |  | NY   
|362      |  | S. ISLAND      |  | NY   
|396      |  | S. ISLAND      |  | NY   
|411      |  | BROOKLYN       |  | NY   
|421      |  | BROOKLYN       |  | NY   
|544      |  | WHITE PLAINS   |  | NY   
|545      |  | SAUGERTIES     |  | NY   
|546      |  | WOODSIDE       |  | NY   
|547      |  | OZONE PARK     |  | NY   
|561      |  | S. ISLAND      |  | NY   
|564      |  | BROOKLYN       |  | NY   
|568      |  | LIC            |  | NY   
|570      |  | WHITE PLAINS   |  | NY   
|572      |  | HAWTHORNE      |  | NY   
|573      |  | PLEASANTVILLE  |  | NY   
|576      |  | YONKERS        |  | NY   
|577      |  | YONKERS        |  | NY   
|578      |  | RYE            |  | NY   
|579      |  | OSSINING       |  | NY   
|587      |  | FRANKLIN       |  | CT   
|617      |  | AGAWAM         |  | MA   
|618      |  | FEEDING
 HILLS |  | MA   
|619      |  | AGAWAM         |  | MA   
|624      |  | GRANBY         |  | MA   
|625      |  | G.
 BARRINGTON |  | MA   
|626      |  | HADLEY         |  | MA   
|627      |  | LANESBORO      |  | MA   
|628      |  | MONSON         |  | MA   
|629      |  | NORTH ADAMS    |  | MA   
|630      |  | NORTH ADAMS    |  | MA   
|631      |  | PALMER         |  | MA   
|632      |  | PITTSFIELD     |  | MA   
|633      |  | PITTSFIELD     |  | MA   
|637      |  | SPRINGFIELD    |  | MA   
|638      |  | SPRINGFIELD    |  | MA   
|640      |  | SPRINGFIELD    |  | MA   
|641      |  | SPRINGFIELD    |  | MA   
|643      |  | WESTFIELD      |  | MA   
|647      |  | OSSINING       |  | NY   
|649      |  | BROOKLYN       |  | NY   
|685      |  | DOBBS FERRY    |  | NY   
|709      |  | BROOKLYN       |  | NY   
|6130     |  | NEW HAVEN      |  | CT   
|6744     |  | NORWALK        |  | CT   
|6765     |  | STAMFORD       |  | CT   

2

---



INVESTMENT-CAPITAL

|         |  |              |  |      
|-------- |  | ------------ |  | -----
|LOCATION |  |              |  |      
|         |  |              |  |      
|#        |  | CITY         |  | STATE
|         |  |              |  |      
|6772     |  | COS COB      |  | CT   
|6822     |  | MANCHESTER   |  | CT   
|6853     |  | ENFIELD      |  | CT   
|8605     |  | NEW CASTLE   |  | DE   
|8608     |  | WILMINGTON   |  | DE   
|8635     |  | NEW CASTLE   |  | DE   
|8637     |  | ST. GEORGES  |  | DE   
|8641     |  | WILMINGTON   |  | DE   
|8644     |  | WILMINGTON   |  | DE   
|8645     |  | CLAYMONT     |  | DE   
|8659     |  | NEWARK       |  | DE   
|8667     |  | NEWARK       |  | DE   
|8671     |  | WILMINGTON   |  | DE   
|28032    |  | PORTLAND     |  | ME   
|28215    |  | WESTBROOK    |  | ME   
|29721    |  | ROCKDALE     |  | MD   
|29763    |  | RANDALSTOWN  |  | MD   
|29812    |  | ABERDEEN     |  | MD   
|30161    |  | MILFORD      |  | MA   
|30312    |  | AGAWAM       |  | MA   
|30315    |  | S. WEYMOUTH  |  | MA   
|30317    |  | WEST ROXBURY |  | MA   
|30324    |  | MAYNARD      |  | MA   
|30327    |  | STOUGHTON    |  | MA   
|30331    |  | ARLINGTON    |  | MA   
|30339    |  | BELMONT      |  | MA   
|30351    |  | ROCKLAND     |  | MA   
|30352    |  | WATERTOWN    |  | MA   
|30355    |  | READING      |  | MA   
|30361    |  | DORCHESTER   |  | MA   
|30363    |  | WEYMOUTH     |  | MA   
|30392    |  | ASHLAND      |  | MA   
|30393    |  | WOBURN       |  | MA   
|30404    |  | BELMONT      |  | MA   
|30412    |  | PITTSFIELD   |  | MA   
|30429    |  | N. ATTLEBORO |  | MA   
|30436    |  | WORCESTER    |  | MA   
|30439    |  | TAUNTON      |  | MA   
|30445    |  | FALL RIVER   |  | MA   
|30457    |  | WORCESTER    |  | MA   
|30458    |  | WEBSTER      |  | MA   
|30466    |  | CLINTON      |  | MA   
|30468    |  | FOXBORO      |  | MA   
|30471    |  | WORCESTER    |  | MA   
|30472    |  | CLINTON      |  | MA   
|30515    |  | BOSTON       |  | MA   
|30521    |  | NEWTON       |  | MA   
|30524    |  | FALMOUTH     |  | MA   
|30537    |  | SOMERSET     |  | MA   
|30545    |  | METHUEN      |  | MA   

3

---



INVESTMENT-CAPITAL

|         |  |              |  |      
|-------- |  | ------------ |  | -----
|LOCATION |  |              |  |      
|         |  |              |  |      
|#        |  | CITY         |  | STATE
|         |  |              |  |      
|30546    |  | ROCKLAND     |  | MA   
|30548    |  | WILLIAMSTOWN |  | MA   
|30551    |  | FAIRHAVEN    |  | MA   
|30557    |  | TAUNTON      |  | MA   
|30558    |  | SEEKONK      |  | MA   
|30559    |  | WALPOLE      |  | MA   
|30561    |  | N. ANDOVER   |  | MA   
|30562    |  | WESTFORD     |  | MA   
|30600    |  | LOWELL       |  | MA   
|30601    |  | FRAMINGHAM   |  | MA   
|30603    |  | METHUEN      |  | MA   
|30604    |  | AMESBURY     |  | MA   
|30605    |  | GEORGETOWN   |  | MA   
|30606    |  | IPSWICH      |  | MA   
|30607    |  | SALISBURY    |  | MA   
|30609    |  | BEVERLY      |  | MA   
|30610    |  | BILLERICA    |  | MA   
|30612    |  | CHATHAM      |  | MA   
|30615    |  | HARWICH      |  | MA   
|30616    |  | IPSWICH      |  | MA   
|30618    |  | LOWELL       |  | MA   
|30619    |  | METHUEN      |  | MA   
|30621    |  | NEWBURYPORT  |  | MA   
|30623    |  | ORLEANS      |  | MA   
|30624    |  | PEABODY      |  | MA   
|30625    |  | QUINCY       |  | MA   
|30626    |  | REVERE       |  | MA   
|30627    |  | SALEM        |  | MA   
|30629    |  | TEWKSBURY    |  | MA   
|30630    |  | TWIN MILL    |  | MA   
|30631    |  | FALMOUTH     |  | MA   
|30633    |  | WESTFORD     |  | MA   
|30636    |  | BRIDGEWATER  |  | MA   
|30644    |  | CANTON       |  | MA   
|30646    |  | STOUGHTON    |  | MA   
|30647    |  | MEDFORD      |  | MA   
|30648    |  | DORCHESTER   |  | MA   
|30649    |  | STOUGHTON    |  | MA   
|30651    |  | WORCESTER    |  | MA   
|30653    |  | BARRE        |  | MA   
|30654    |  | WORCESTER    |  | MA   
|30655    |  | BROCKTON     |  | MA   
|30656    |  | MILLBURY     |  | MA   
|30658    |  | WORCESTER    |  | MA   
|30660    |  | DUDLEY       |  | MA   
|30662    |  | FRANKLIN     |  | MA   
|30663    |  | WORCESTER    |  | MA   
|30665    |  | LEOMINSTER   |  | MA   
|30666    |  | WORCESTER    |  | MA   
|30668    |  | WORCESTER    |  | MA   

4

---



INVESTMENT-CAPITAL

|         |  |                |  |      
|-------- |  | -------------- |  | -----
|LOCATION |  |                |  |      
|         |  |                |  |      
|#        |  | CITY           |  | STATE
|         |  |                |  |      
|30669    |  | NORTHBOROUGH   |  | MA   
|30670    |  | POCASSET       |  | MA   
|30671    |  | CLINTON        |  | MA   
|30672    |  | W. BOYLSTON    |  | MA   
|30674    |  | SOUTHBRIDGE    |  | MA   
|30675    |  | WORCESTER      |  | MA   
|30676    |  | S. YARMOUTH    |  | MA   
|30677    |  | STERLING       |  | MA   
|30678    |  | SUTTON         |  | MA   
|30679    |  | WORCESTER      |  | MA   
|30680    |  | FRAMINGHAM     |  | MA   
|30682    |  | WAREHAM        |  | MA   
|30683    |  | WESTBOROUGH    |  | MA   
|30684    |  | HARWICHPORT    |  | MA   
|30685    |  | WORCESTER      |  | MA   
|30686    |  | WORCESTER      |  | MA   
|30687    |  | FITCHBURG      |  | MA   
|30688    |  | WORCESTER      |  | MA   
|30689    |  | CHERRY
 VALLEY |  | MA   
|30690    |  | FRAMINGHAM     |  | MA   
|30692    |  | SOUTHBRIDGE    |  | MA   
|30693    |  | OXFORD         |  | MA   
|30696    |  | FITCHBURG      |  | MA   
|30697    |  | WORCESTER      |  | MA   
|30698    |  | ORANGE         |  | MA   
|30702    |  | MILFORD        |  | MA   
|30704    |  | UXBRIDGE       |  | MA   
|30709    |  | WORCESTER      |  | MA   
|30710    |  | WORCESTER      |  | MA   
|30711    |  | AUBURN         |  | MA   
|30712    |  | WALTHAM        |  | MA   
|30713    |  | LOWELL         |  | MA   
|55237    |  | SALEM          |  | NH   
|55238    |  | LONDONBERRY    |  | NH   
|55244    |  | MERRINACK      |  | NH   
|55245    |  | NASHUA         |  | NH   
|55247    |  | PEMBROKE       |  | NH   
|55249    |  | ROCHESTER      |  | NH   
|55251    |  | SALEM          |  | NH   
|55254    |  | EXETER         |  | NH   
|55257    |  | EPPING         |  | NH   
|55258    |  | EPSOM          |  | NH   
|55259    |  | EXETER         |  | NH   
|55261    |  | MILFORD        |  | NH   
|55265    |  | PORTSMOUTH     |  | NH   
|55274    |  | PELHAM         |  | NH   
|56161    |  | LITTLE FERRY   |  | NJ   
|56230    |  | NEWARK         |  | NJ   
|58007    |  | GLENDALE       |  | NY   
|58012    |  | BELLAIRE       |  | NY   

5

---



INVESTMENT-CAPITAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|58014    |  | BRONX             |  | NY   
|58015    |  | BROOKLYN          |  | NY   
|58018    |  | BAYSIDE           |  | NY   
|58049    |  | YONKERS           |  | NY   
|58053    |  | BROOKLYN          |  | NY   
|58071    |  | ST. ALBANS        |  | NY   
|58077    |  | BROOKLYN          |  | NY   
|58079    |  | BROOKLYN          |  | NY   
|58085    |  | BAYSIDE           |  | NY   
|58108    |  | WHITE PLAINS      |  | NY   
|58111    |  | SCARSDALE         |  | NY   
|58114    |  | NEW ROCHELLE      |  | NY   
|58119    |  | BROOKLYN          |  | NY   
|58121    |  | NEW ROCHELLE      |  | NY   
|58154    |  | BRONX             |  | NY   
|58173    |  | GLENVILLE         |  | NY   
|58205    |  | NEW YORK          |  | NY   
|58218    |  | ALBANY            |  | NY   
|58220    |  | LONG ISLAND
 CITY |  | NY   
|58254    |  | ALBANY            |  | NY   
|58260    |  | RENSSELAER        |  | NY   
|58315    |  | ROTTERDAM         |  | NY   
|58329    |  | OSSINING          |  | NY   
|58347    |  | ELLENVILLE        |  | NY   
|58367    |  | CHATHAM           |  | NY   
|58409    |  | NEW YORK          |  | NY   
|58415    |  | BROOKLYN          |  | NY   
|58441    |  | STATEN
 ISLAND    |  | NY   
|58443    |  | STATEN
 ISLAND    |  | NY   
|58505    |  | BRONX             |  | NY   
|58513    |  | BRONX             |  | NY   
|58514    |  | NEW YORK          |  | NY   
|58526    |  | OZONE PARK        |  | NY   
|58542    |  | NEW YORK          |  | NY   
|58547    |  | ASTORIA           |  | NY   
|58557    |  | E. ELMHURST       |  | NY   
|58567    |  | GUILDERLAND
 CTR. |  | NY   
|58582    |  | TROY              |  | NY   
|58584    |  | BROOKLYN          |  | NY   
|58585    |  | ARVERNE           |  | NY   
|58587    |  | REGO PARK         |  | NY   
|58592    |  | NEW YORK          |  | NY   
|58596    |  | MIDDLETOWN        |  | NY   
|58605    |  | HOWARD BEACH      |  | NY   
|58703    |  | SCHENECTADY       |  | NY   
|58704    |  | BALLSTON SPA      |  | NY   
|58705    |  | BALLSTON SPA      |  | NY   
|58710    |  | COLONIE           |  | NY   
|58711    |  | DELMAR            |  | NY   
|58712    |  | ELLENVILLE        |  | NY   

6

---



INVESTMENT-CAPITAL

|         |  |                 |  |      
|-------- |  | --------------- |  | -----
|LOCATION |  |                 |  |      
|         |  |                 |  |      
|#        |  | CITY            |  | STATE
|         |  |                 |  |      
|58714    |  | FT. PLAIN       |  | NY   
|58715    |  | GLENS FALLS     |  | NY   
|58716    |  | GLOVERSVILLE    |  | NY   
|58718    |  | CLIFTON PARK    |  | NY   
|58719    |  | GREEN ISLAND    |  | NY   
|58720    |  | HANCOCK         |  | NY   
|58721    |  | HYDE PARK       |  | NY   
|58722    |  | LATHAM          |  | NY   
|58723    |  | BALLSTON SPA    |  | NY   
|58724    |  | MELROSE         |  | NY   
|58725    |  | MILLERTON       |  | NY   
|58726    |  | NEW WINDSOR     |  | NY   
|58727    |  | NISKAYUNA       |  | NY   
|58730    |  | PLEASANT
 VLLY  |  | NY   
|58731    |  | POUGHKEEPSIE    |  | NY   
|58733    |  | QUEENSBURY      |  | NY   
|58735    |  | ROTTERDAM       |  | NY   
|58737    |  | SCHNECTADY      |  | NY   
|58739    |  | S. GLENS
 FALLS |  | NY   
|58740    |  | TROY            |  | NY   
|58741    |  | WARRENSBURG     |  | NY   
|58743    |  | HUDSON FALLS    |  | NY   
|58744    |  | MECHANICVILLE   |  | NY   
|58750    |  | MECHANICVILLE   |  | NY   
|58751    |  | NEWBURGH        |  | NY   
|58753    |  | KINGSTON        |  | NY   
|58754    |  | RENSSELAER      |  | NY   
|58760    |  | PORT EWEN       |  | NY   
|58761    |  | CATSKILL        |  | NY   
|58762    |  | CATSKILL        |  | NY   
|58766    |  | HUDSON          |  | NY   
|58768    |  | SAUGERTIES      |  | NY   
|58769    |  | FREEHOLD        |  | NY   
|58771    |  | GREENVILLE      |  | NY   
|58772    |  | QUARRYVILLE     |  | NY   
|58780    |  | RENSSELAER      |  | NY   
|58785    |  | MENANDS         |  | NY   
|58786    |  | HOOSICK
 FALLS  |  | NY   
|58793    |  | VALATIE         |  | NY   
|58797    |  | LEEDS           |  | NY   
|58802    |  | PINE BUSH       |  | NY   
|58804    |  | COPAKE          |  | NY   
|58806    |  | RED HOOK        |  | NY   
|58808    |  | W. TAGHKANIC    |  | NY   
|58809    |  | MIDDLE
 ISLAND  |  | NY   
|58812    |  | RAVENA          |  | NY   
|58822    |  | CROTON FALLS    |  | NY   
|67101    |  | BANGOR          |  | PA   
|67215    |  | PHILADELPHIA    |  | PA   
|67227    |  | ALLENTOWN       |  | PA   

7

---



INVESTMENT-CAPITAL

|         |  |                |  |      
|-------- |  | -------------- |  | -----
|LOCATION |  |                |  |      
|         |  |                |  |      
|#        |  | CITY           |  | STATE
|         |  |                |  |      
|67249    |  | PHILADELPHIA   |  | PA   
|67261    |  | PHILADELPHIA   |  | PA   
|67265    |  | PHILADELPHIA   |  | PA   
|67266    |  | PHILADELPHIA   |  | PA   
|67276    |  | PHILADELPHIA   |  | PA   
|67299    |  | ABINGTON       |  | PA   
|67398    |  | ROSLYN         |  | PA   
|67402    |  | PHILADELPHIA   |  | PA   
|67409    |  | PHILADELPHIA   |  | PA   
|67416    |  | LEVITTOWN      |  | PA   
|67423    |  | QUAKERTOWN     |  | PA   
|67425    |  | SOUDERTON      |  | PA   
|67432    |  | COOPERSBURG    |  | PA   
|67531    |  | TRAPPE         |  | PA   
|67580    |  | GETTYSBURG     |  | PA   
|67596    |  | PARADISE       |  | PA   
|67597    |  | PHILADELPHIA   |  | PA   
|67599    |  | ELIZABETHTOWN  |  | PA   
|67604    |  | ALLENTOWN      |  | PA   
|67610    |  | PHILADELPHIA   |  | PA   
|67616    |  | PHILADELPHIA   |  | PA   
|67624    |  | NEW OXFORD     |  | PA   
|67626    |  | LITTLESTOWN    |  | PA   
|67627    |  | HANOVER        |  | PA   
|67632    |  | LONGSTOWN      |  | PA   
|67633    |  | YORK           |  | PA   
|67636    |  | DOVER          |  | PA   
|67638    |  | GLEN ROCK      |  | PA   
|67639    |  | CARLISLE       |  | PA   
|67641    |  | BOILING
 SPGS. |  | PA   
|67654    |  | HARRISBURG     |  | PA   
|68007    |  | PROVIDENCE     |  | RI   
|68120    |  | E.
 PROVIDENCE |  | RI   
|68646    |  | WAKEFIELD      |  | RI   
|69002    |  | READING        |  | PA   
|69004    |  | EPHRATA        |  | PA   
|69005    |  | DAUPHIN        |  | PA   
|69006    |  | DOUGLASVILLE   |  | PA   
|69010    |  | YORK           |  | PA   
|69012    |  | GETTYSBURG     |  | PA   
|69016    |  | POTTSVILLE     |  | PA   
|69019    |  | POTTSVILLE     |  | PA   
|69406    |  | ALLENTOWN      |  | PA   
|69408    |  | BETHLEHEM      |  | PA   
|69409    |  | WASTON         |  | PA   
|69415    |  | BETHLEHEM      |  | PA   
|69416    |  | LANCASTER      |  | PA   
|69417    |  | SCAFFERSTOW    |  | PA   
|69419    |  | HAMBURG        |  | PA   
|69420    |  | READING        |  | PA   

8

---



INVESTMENT-CAPITAL

|         |  |                   |  |      
|-------- |  | ----------------- |  | -----
|LOCATION |  |                   |  |      
|         |  |                   |  |      
|#        |  | CITY              |  | STATE
|         |  |                   |  |      
|69421    |  | MILLERSVILLE      |  | PA   
|69422    |  | MANHEIN           |  | PA   
|69425    |  | EBENEZER          |  | PA   
|69426    |  | BETHELEM          |  | PA   
|69428    |  | INTERCOURSE       |  | PA   
|69430    |  | REINHOLDS         |  | PA   
|69431    |  | BOYERTOWN         |  | PA   
|69439    |  | OXFORD            |  | PA   
|69440    |  | POTTSTOWN         |  | PA   
|69443    |  | EPHRATA           |  | PA   
|69444    |  | READING           |  | PA   
|69445    |  | ROBERSONIA        |  | PA   
|69449    |  | YORK              |  | PA   
|69466    |  | KENHORST          |  | PA   
|69472    |  | LEOLA             |  | PA   
|69476    |  | SHREWSBURY        |  | PA   
|69483    |  | RED LION          |  | PA   
|69484    |  | READING           |  | PA   
|69493    |  | HANOVER           |  | PA   
|69495    |  | HARRISBURG        |  | PA   
|69497    |  | ADAMSTOWN         |  | PA   
|69503    |  | LANCASTER         |  | PA   
|69504    |  | NEW HOLLAND       |  | PA   
|69505    |  | CHRISTIANA        |  | PA   
|69507    |  | LANCASTER         |  | PA   
|69673    |  | WYOMISSING
 HILLS |  | PA   
|69676    |  | ST. CLAIR         |  | PA   
|69681    |  | W. READING        |  | PA   
|69682    |  | ARDENTSVILLE      |  | PA   
|69683    |  | HOHNTON           |  | PA   
|69684    |  | ST. THOMAS        |  | PA   
|69685    |  | CARLISLE          |  | PA   
|69688    |  | BONNEAUVILLE      |  | PA   
|69690    |  | MCCONNELLSBURG    |  | PA   
|71002    |  | ROCKY MOUNT       |  | VA   
|71004    |  | BLACKSBURG        |  | VA   
|71009    |  | VINTON            |  | VA   
|71010    |  | ROANOKE           |  | VA   
|71011    |  | RIDGEWAY          |  | VA   
|71028    |  | FIEDALE           |  | VA   
|71030    |  | MARTISNSILLE      |  | VA   
|71031    |  | ROANOKE           |  | VA   
|71033    |  | ROANOKE           |  | VA   
|71054    |  | RICH CREEK        |  | VA   
|71055    |  | DANVILLE          |  | VA   
|71090    |  | ROANOKE           |  | VA   
|71108    |  | ROANOKE           |  | VA   
|71109    |  | ROANOKE           |  | VA   
|71110    |  | SALEM             |  | VA   
|71112    |  | STANLEYTOWN       |  | VA   

9

---



INVESTMENT-CAPITAL

|         |  |                |  |      
|-------- |  | -------------- |  | -----
|LOCATION |  |                |  |      
|         |  |                |  |      
|#        |  | CITY           |  | STATE
|         |  |                |  |      
|71113    |  | MARTINSVILLE   |  | VA   
|71120    |  | ROANOKE        |  | VA   
|71173    |  | RICHMOND       |  | VA   
|71177    |  | DALEVILLE      |  | VA   
|71178    |  | BRISTOL        |  | VA   
|71213    |  | MARTINSVILLE   |  | VA   
|71215    |  | CHESAPEAKE     |  | VA   
|71216    |  | VIRGINIA BCH   |  | VA   
|71218    |  | VIRGINIA BCH   |  | VA   
|71220    |  | HAMPTON        |  | VA   
|71222    |  | PORTSMOUTH     |  | VA   
|71250    |  | NEWPORT NEWS   |  | VA   
|71251    |  | VIRGINIA BCH   |  | VA   
|71252    |  | VIRGINIA BCH   |  | VA   
|71255    |  | VIRGINIA BCH   |  | VA   
|71257    |  | VIRGINIA BCH   |  | VA   
|71262    |  | HAMPTON        |  | VA   
|71264    |  | STERLING
 PARK |  | VA   
|71270    |  | PORTSMOUTH     |  | VA   
|71288    |  | CHRISTIANASBR  |  | VA   
|71293    |  | VIRGINIA BCH   |  | VA   
|71294    |  | MAHASSAS PK    |  | VA   
|76112    |  | BENNINGTON     |  | VT   
|473      |  | sites          |  |      

10

---



SCHEDULE 1.01(c)
Marketing Equipment

Net Book Value of Marketing Assets to be
Transferred by Getty Petroleum Corp.
to Getty Petroleum Marketing Inc. By Location
as of January 31, 1997

|         |         |               
|-------- | ------- | --------------
|Location | Address | Net Book
Value
|         |         |               

[Computer-generated report to be issued after
the close of the books for January 1997]

1

---



SCHEDULE 1.01(d)
Shared Policies

[will be supplied upon request]

---



Schedule 2.06

Conveyance and Assumption Instruments

[See attached]

---



BILL OF SALE

This
is a Bill of Sale from Aero Oil Company, a Pennsylvania corporation (the
Assignor), with central offices located at 125 Jericho Turnpike, Jericho, New
York 11753, to Getty Petroleum Marketing Inc., a Maryland corporation (the
Assignee), with central offices located at 125 Jericho Turnpike, Jericho, New
York 11753, pursuant to the Reorganization and Distribution Agreement, dated as
of January 31, 1997 (the Agreement), between the Assignors sole shareholder
and Assignee. Capitalized terms used herein, unless otherwise defined, have the
meaning given them in the Agreement.

For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor does hereby sell, assign, transfer, convey,
deliver and contribute to Assignee, its successors and assigns, to have and to
hold forever, all of its rights, title and interest in and to all of its
tangible personal property, of every kind and description, that, as determined
on a basis consistent with that used in the determination of the assets included
on the Marketing Balance Sheet, relate to the Marketing Business (the
Marketing Assets), including but not limited to the equipment described on
Exhibit A attached hereto, subject to all mortgages, pledges, liens, leases,
charges, encumbrances and adverse claims of any kind and character, except that
Assignee shall be entitled to the benefits of the representations, warranties,
and indemnities set forth in the Agreement with respect to such Marketing
Assets.

From
and after the Distribution Date, upon request of Assignee, Assignor shall duly
execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required to convey to and vest in Assignee and protect its rights, title and
interest in enjoyment of all the Marketing Assets of the Assignor and as may be
appropriate or otherwise to carry out the transactions contemplated by the
Agreement and this Bill of Sale.

IN
WITNESS WHEREOF, and intending to be legally bound, the undersigned have duly
executed and delivered this Bill of Sale as of this ___ day of January, 1997.

|          |  |                                 |        | 
|--------- |  | ------------------------------- | ------ | 
|          |  | AERO OIL
 COMPANY              
|Attest:   |  |                                 |        | 
|          |  |                                 |        | 
|          |  | By:                             |        | 
|          |  |                                 |       
|          |  |                                 | Title: | 
|          |  |                                 |        | 
|          |  |                                 |        | 
|ACCEPTED: |  |                                 |        | 
|          |  |                                 |        | 
|          |  | GETTY
 PETROLEUM MARKETING INC.
|Attest:   |  |                                 |        | 
|          |  |                                 |        | 
|          |  | By:                             |       
|          |  |                                 | Title: | 
|          |  |                                 |        | 

---



ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of January __, 1997, between Aero Oil
Company, a Pennsylvania corporation (the Assignor), with a central office
located at 125 Jericho Turnpike, Jericho, New York 11753, and Getty Petroleum
Marketing Inc., a Maryland corporation (the Assignee), with a central office
located at 125 Jericho Turnpike, Jericho, New York 11753.

WITNESSETH:

WHEREAS,
Assignee and the sole shareholder of Assignor have entered into a
Reorganization and Distribution Agreement dated as of January 31, 1997 (the
Agreement), providing, among other things, for transfer by Assignor to
Assignee of the Marketing Assets (as such term is defined in the Agreement) of
Assignor, including but not limited to certain intangible personal property of
Assignor;

WHEREAS,
this Assignment and Assumption Agreement is being delivered immediately prior
to and is a condition precedent to the closing of the distribution contemplated
in the Agreement.

NOW,
THEREFORE, the parties hereto agree as follows:

1.
Capitalized Terms. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Agreement.

2.
Assignment. Assignor hereby assigns, transfers and conveys to Assignee, subject
to the terms and conditions contained in the Agreement, on and as of the date
hereof, and Assignee hereby accepts and assumes, all of Assignors obligations,
right, title and interest in, to and under all intangible personal property
that Assignor owns or in which it has rights and that, as determined on a basis
consistent with that used in the determination of assets included on the
Marketing Balance Sheet, relate to the Marketing Business, including but not
limited to accounts receivable, choses in action, rights to payment or
performance, rights and obligations arising under or in connection with chattel
paper, documents, instruments, deposit accounts, money, licenses and permits
(to the extent assignable under applicable law), trademarks, copyrights, trade
names, patents, claims for refunds of deposits or prepaid expenses, puts,
options, investment property, contracts and contract rights, leases and
leasehold interests, with all rights, powers, privileges and obligations of
Seller thereunder, excepting therefrom only Retained Assets.

3.
Assumption of Liabilities. Assignee hereby assumes and agrees timely and
diligently fully to satisfy, perform, pay and discharge all Liabilities of
Assignor relating to the assets conveyed hereunder except Retained Liabilities.

4.
Miscellaneous. This Assignment and Assumption Agreement shall inure to the
benefit of, and be enforceable against, each of the Assignor, the Assignee and
their respective successors and assigns.

---



IN
WITNESS WHEREOF, the parties have duly executed and delivered this Assignment
and Assumption Agreement on the date first above written.

|        |  |                                 |        | 
|------- |  | ------------------------------- | ------ | 
|Attest: |  | AERO OIL
 COMPANY              
|        |  |                                 |        | 
|        |  | By:                             |        | 
|        |  |                                 |       
|        |  |                                 | Title: | 
|        |  |                                 |        | 
|        |  |                                 |        | 
|        |  |                                 |        | 
|        |  |                                 |        | 
|Attest: |  | GETTY
 PETROLEUM MARKETING INC.
|        |  |                                 |        | 
|        |  |                                 |        | 
|        |  | By:                             |       
|        |  |                                 | Title: | 
|        |  |                                 |        | 

2

---



BILL OF SALE

This
is a Bill of Sale from Getty Petroleum Corp., a Delaware corporation (the Assignor),
with central offices located at 125 Jericho Turnpike, Jericho, New York 11753,
to Getty Petroleum Marketing Inc., a Maryland corporation (the Assignee),
with central offices located at 125 Jericho Turnpike, Jericho, New York 11753,
pursuant to the Reorganization and Distribution Agreement, dated as of January
31, 1997 (the Agreement), between the Assignor and Assignee. Capitalized
terms used herein, unless otherwise defined, have the meaning given them in the
Agreement.

For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor does hereby sell, assign, transfer, convey,
deliver and contribute to Assignee, its successors and assigns, to have and to
hold forever, all of its rights, title and interest in and to all of its
tangible personal property, of every kind and description, that, as determined
on a basis consistent with that used in the determination of the assets
included on the Marketing Balance Sheet, relate to the Marketing Business (the
Marketing Assets), including but not limited to the Marketing Books and the
records and the equipment described on Exhibit A attached hereto, subject to
all mortgages, pledges, liens, leases, charges, encumbrances and adverse claims
of any kind and character, except that Assignee shall be entitled to the
benefits of the representations, warranties, and indemnities set forth in the
Agreement with respect to such Marketing Assets.

From
and after the Distribution Date, upon request of Assignee, Assignor shall duly
execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required to convey to and vest in Assignee and protect its rights, title and interest
in enjoyment of all the Marketing Assets of the Assignor and as may be
appropriate or otherwise to carry out the transactions contemplated by the
Agreement and this Bill of Sale.

IN
WITNESS WHEREOF, and intending to be legally bound, the undersigned have duly
executed and delivered this Bill of Sale as of this ___ day of January, 1997.

|          |  |                                 |        | 
|--------- |  | ------------------------------- | ------ | 
|          |  | GETTY
 PETROLEUM CORP.         
|Attest:   |  |                                
|          |  |                                 |        | 
|          |  | By:                             |        | 
|          |  |                                 |       
|          |  |                                 | Title: | 
|          |  |                                 |        | 
|          |  |                                 |        | 
|ACCEPTED: |  |                                 |        | 
|          |  |                                 |        | 
|          |  | GETTY
 PETROLEUM MARKETING INC.
|Attest:   |  |                                 |        | 
|          |  |                                 |        | 
|          |  | By:                             |       
|          |  |                                 | Title: | 
|          |  |                                 |        | 

---



ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of January __, 1997, between Getty Petroleum
Corp., a Delaware corporation (the Assignor), with a central office located
at 125 Jericho Turnpike, Jericho, New York 11753, and Getty Petroleum Marketing
Inc., a Maryland corporation (the Assignee), with a central office located at
125 Jericho Turnpike, Jericho, New York 11753.

WITNESSETH:

WHEREAS,
Assignor and Assignee have entered into a Reorganization and Distribution
Agreement dated as of January 31, 1997 (the Agreement), providing, among
other things, for transfer by Assignor to Assignee of the Marketing Assets (as
such term is defined in the Agreement) of Assignor, including but not limited
to all intangible personal property of Assignor;

WHEREAS,
this Assignment and Assumption Agreement is being delivered immediately prior
to and is a condition precedent to the closing contemplated in the Agreement.

NOW,
THEREFORE, the parties hereto agree as follows:

1.
Capitalized Terms. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Agreement.

2.
Assignment. Assignor hereby assigns, transfers and conveys to Assignee, subject
to the terms and conditions contained in the Agreement, on and as of the date
hereof, and Assignee hereby accepts and assumes, all of Assignors obligations,
right, title and interest in, to and under all intangible personal property
that Assignor owns or in which it has rights and that, as determined on a basis
consistent with that used in the determination of assets included on the
Marketing Balance Sheet, relate to the Marketing Business, including but not
limited to the Marketing Security Deposits, accounts receivable, choses in
action, rights to payment or performance, rights and obligations arising under
or in connection with chattel paper, documents, instruments, deposit accounts,
money, licenses and permits (to the extent assignable under applicable law),
trademarks, copyrights, trade names, patents, claims for refunds of deposits or
prepaid expenses, puts, options, investment property, contracts and contract
rights, leases and leasehold interests, with all rights, powers, privileges and
obligations of Seller thereunder, excepting therefrom only Retained Assets.

3.
Assumption of Liabilities. Assignee hereby assumes and agrees timely and
diligently fully to satisfy, perform, pay and discharge all Liabilities of
Assignor except Retained Liabilities.

4.
Miscellaneous. This Assignment and Assumption Agreement shall inure to the
benefit of, and be enforceable against, each of the Assignor, the Assignee and
their respective successors and assigns.

---



IN
WITNESS WHEREOF, the parties have duly executed and delivered this Assignment
and Assumption Agreement on the date first above written.

|        |  |                                 |        | 
|------- |  | ------------------------------- | ------ | 
|Attest: |  | GETTY
 PETROLEUM CORP.         
|        |  |                                 |        | 
|        |  | By:                             |        | 
|        |  |                                 |       
|        |  |                                 | Title: | 
|        |  |                                 |        | 
|        |  |                                 |        | 
|        |  |                                 |        | 
|Attest: |  | GETTY PETROLEUM
 MARKETING INC.
|        |  |                                 |        | 
|        |  | By:                             |       
|        |  |                                 | Title: | 
|        |  |                                 |        | 

2

---



BILL OF SALE

This
is a Bill of Sale from Aero Oil Company, a Pennsylvania corporation (the
Assignor), with central offices located at 125 Jericho Turnpike, Jericho, New
York 11753, to Getty Terminals Corp., a New York corporation (the Assignee),
with central offices located at 125 Jericho Turnpike, Jericho, New York 11753,
pursuant to the Reorganization and Distribution Agreement, dated as of January
31, 1997 (the Agreement), between the Assignors sole shareholder and
Assignee. Capitalized terms used herein, unless otherwise defined, have the
meaning given them in the Agreement.

For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor does hereby sell, assign, transfer, convey,
deliver and contribute to Assignee, its successors and assigns, to have and to
hold forever, all of its rights, title and interest in and to all of its
tangible personal property, of every kind and description, located at the
facility known as the Highspire Terminal (the Highspire Assets), subject to
all mortgages, pledges, liens, leases, charges, encumbrances and adverse claims
of any kind and character, except that Assignee shall be entitled to the
benefits of the representations, warranties, and indemnities set forth in the
Agreement with respect to such Highspire Assets.

From
and after the Distribution Date, upon request of Assignee, Assignor shall duly
execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required to convey to and vest in Assignee and protect its rights, title and
interest in enjoyment of all the Highspire Assets of the Assignor and as may be
appropriate or otherwise to carry out the transactions contemplated by the
Agreement and this Bill of Sale.

IN
WITNESS WHEREOF, and intending to be legally bound, the undersigned have duly
executed and delivered this Bill of Sale as of this ___ day of January, 1997.

|          |  |                        |        | 
|--------- |  | ---------------------- | ------ | 
|          |  | AERO OIL
 COMPANY     
|Attest:   |  |                       
|          |  |                        |        | 
|          |  | By:                    |        | 
|          |  |                        |       
|          |  |                        | Title: | 
|          |  |                        |        | 
|          |  |                        |        | 
|ACCEPTED: |  |                        |        | 
|          |  |                        |        | 
|          |  | GETTY
 TERMINALS CORP.
|Attest:   |  |                        |        | 
|          |  |                        |        | 
|          |  | By:                    |       
|          |  |                        | Title: | 
|          |  |                        |        | 

---



ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of January __, 1997, between Aero Oil
Company, a Pennsylvania corporation (the Assignor), with a central office
located at 125 Jericho Turnpike, Jericho, New York 11753, and Getty Terminals
Corp., a New York corporation (the Assignee), with a central office located
at 125 Jericho Turnpike, Jericho, New York 11753.

WITNESSETH:

WHEREAS,
the sole shareholder of each of Assignor and Assignee has entered into a
Reorganization and Distribution Agreement dated as of January 31, 1997 (the
Agreement), providing, among other things, for transfer by Assignor to
Assignee of all intangible personal property of Assignor relating to the
facility known as the Highspire Terminal (the Highspire Terminal);

WHEREAS,
this Assignment and Assumption Agreement is being delivered prior to and is a
condition precedent to the closing of the distribution contemplated in the
Agreement.

NOW,
THEREFORE, the parties hereto agree as follows:

1.
Capitalized Terms. Capitalized terms used but not defined herein shall have the
respective meanings set forth in the Agreement.

2.
Assignment. Assignor hereby assigns, transfers and conveys to Assignee, subject
to the terms and conditions contained in the Agreement, on and as of the date
hereof, and Assignee hereby accepts and assumes, all of Assignors obligations,
right, title and interest in, to and under all intangible personal property
that Assignor owns or in which it has rights and that relate to the Highspire
Terminal, including but not limited to accounts receivable, choses in action,
rights to payment or performance, rights and obligations arising under or in
connection with chattel paper, documents, instruments, deposit accounts, money,
licenses and permits (to the extent assignable under applicable law),
trademarks, copyrights, trade names, patents, claims for refunds of deposits or
prepaid expenses, puts, options, investment property, contracts and contract
rights, leases and leasehold interests, with all rights, powers, privileges and
obligations of Assignor thereunder, excepting therefrom only Retained Assets.

3.
Assumption of Liabilities. Assignee hereby assumes and agrees timely and
diligently fully to satisfy, perform, pay and discharge all Liabilities of
Assignor relating to the assets conveyed hereunder except Retained Liabilities.

4.
Miscellaneous. This Assignment and Assumption Agreement shall inure to the
benefit of, and be enforceable against, each of the Assignor, the Assignee and
their respective successors and assigns.

---



IN
WITNESS WHEREOF, the parties have duly executed and delivered this Assignment
and Assumption Agreement on the date first above written.

|        |  |                        |        | 
|------- |  | ---------------------- | ------ | 
|Attest: |  | AERO OIL COMPANY      
|        |  |                        |        | 
|        |  | By:                    |        | 
|        |  |                        |       
|        |  |                        | Title: | 
|        |  |                        |        | 
|        |  |                        |        | 
|        |  |                        |        | 
|Attest: |  | GETTY
 TERMINALS CORP.
|        |  |                        |        | 
|        |  | By:                    |       
|        |  |                        | Title: | 
|        |  |                        |        | 

2

---



SCHEDULE 4.01
Consents

AGREEMENTS WHERE CONSENT TO ASSIGNMENT IS
REQUIRED

|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|--- |  | ------------------------------------------------------ |  | --------------------------------------------------- |  | -------- |  | ------------------------------------------------------------------------------------------------ |  | --------------------------------------
|    |  | Agreement                                              |  | Parties to Agreement                                |  | Date     |  | Subject of Agreement                                                                             |  | Other                                 
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|1.  |  | Advertising Agreement                                  |  | NY Yankee Partnership &
 GPC                        |  | 12/1/95  |  | Advertising at Yankee
 Stadium                                                                   |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|2.  |  | Wright Express Corporation/
 GPC Charge Card Agreement |  | Wright Express Corporation
 & GPC                   |  | 10/14/86 |  | Co-branded fleet fueling
 card and credit card program                                           |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|3.  |  | Transnet, Inc. Transaction
 Processing Services Agrt  |  | Transnet, Inc. & GPC                                |  | 03/31/93 |  | Processing transaction data
 from credit card, debit, & check payments                           |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|4.  |  | VeriFone Finance Equipment
 Leasing Agreement          |  | VeriFone Finance & GPC                              |  | 03/25/94 |  | Lease of Omni 395 265K
 terminals, P250 printers & Pin Pad 101s                                 |  | Lease #3823                           
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|5.  |  | VeriFone Finance Equipment
 Leasing Agreement          |  | VeriFone Finance & GPC                              |  | 09/10/93 |  | Lease of Omni 395 265K
 terminals, P250 printers & Pin Pad 101s                                 |  | Lease #2145                           
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|6.  |  | Midlantic Bank, National
 Association Merchant Agrt   |  | Midlantic Bank, National
 Association & GPC         |  | 11/17/94 |  | Gettys participation in
 network to settle eft fund transfers                                   |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|7.  |  | Fuel Marketing Agreement                               |  | International Automated
 Energy Systems, Inc. & GPC |  | 05/31/95 |  | Gettys participation in
 national network of fleet vehicle fueling facilities; IAES fleet cards |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|8.  |  | Agreement                                              |  | Interlink Network, Inc.
 & GPC                      |  | 09/27/95 |  | Gettys acceptance of
 Interlink brand debit cards at Getty locations                            |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|9.  |  | Lease                                                  |  | York & Aero Oil                                     |  | 11/29/93 |  | Lease of four Mack Tractors (MD)                                                                 |  | Assign from Aero Oil to PT
 Petro     
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|10. |  | Lease                                                  |  | GECC & Aero Oil                                     |  | 10/21/94 |  | Lease of two Heil Tank
 Trailers (PA)                                                            |  | Assign from Aero Oil to PT
 Petro     
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|11. |  | Lease                                                  |  | GECC & Aero Oil                                     |  | 11/23/94 |  | Lease of three Heil Tank
 Trailers (PA)                                                          |  | Assign from Aero Oil to PT
 Petro     
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|12. |  | Lease                                                  |  | GECC & Aero Oil                                     |  | 12/21/94 |  | Lease of three Mack
 tractors (PA)                                                               |  | Assign from Aero Oil to PT
 Petro     
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|13. |  | Lease                                                  |  | GE Capital Fleet Services
 & Aero Oil               |  | 12/01/96 |  | Lease on one Mack CH 613
 Tractor (MD)                                                           |  | Assign from Aero Oil to PT
 Petro     
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|14. |  | Lease of Computer Equipment                            |  | StorageTek & GPC                                    |  | 07/01/93 |  | Lease of Tape
 Cartridge-Sys. 38                                                                 |  | Notice of cancellation sent
 to Lessor
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|15. |  | Lease of Computer Equipment                            |  | Norwest(6) & GPC                                    |  | 12/31/94 |  | Lease of DASD-AS 400                                                                             |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|16. |  | Lease of Computer Equipment                            |  | Norwest(6) & GPC                                    |  | 04/01/96 |  | Lease of DASD-AS 400                                                                             |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|17. |  | Lease of Computer Equipment                            |  | Norwest(6) & GPC                                    |  | 12/96    |  | Lease of CPU AS 400 IBM                                                                          |  | New lease for 36 mos.
 signed 12/96   
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|18. |  | Lease of Copier Machine                                |  | Xerox & GPC                                         |  | 05/94    |  | Lease of Model 5100                                                                              |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|19. |  | Lease of Copier Machine                                |  | Xerox & GPC                                         |  | 03/95    |  | Lease of Model CS Pro 6000                                                                       |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|20. |  | Lease                                                  |  | Verifone Finance & GPC                              |  | 09/93    |  | Lease of 650 POS Terminals                                                                       |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|21. |  | Lease                                                  |  | Verifone Finance & GPC                              |  | 10/93    |  | Lease of 850 POS Terminals                                                                       |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|22. |  | Lease                                                  |  | Verifone Finance & GPC                              |  | 12/93    |  | Lease of 200 POS Terminals                                                                       |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|23. |  | Lease                                                  |  | Pitney Bowes & GPC                                  |  | 12/96    |  | Lease of Mailing Machine,
 Powerstacker, Folder, Feeder, Inserter & Scale                        |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|24. |  | Merchant Services Agreement                            |  | Discover Card Services
 & GPC                       |  | 05/15/89 |  |                                                                                                  |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|25. |  | Agreement                                              |  | Mastercard & GPC                                    |  |          |  |                                                                                                  |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|26. |  | Agreement                                              |  | Visa & GPC                                          |  |          |  |                                                                                                  |  |                                       
|    |  |                                                        |  |                                                     |  |          |  |                                                                                                  |  |                                       
|27. |  | Agreement                                              |  | NYCE & GPC                                          |  |          |  |                                                                                                  |  |                                       

1

---