<PAGE>   1
                                                              EXHIBIT 10.29



                               REORGANIZATION AND
                             DISTRIBUTION AGREEMENT

                                    between

                             GETTY PETROLEUM CORP.

                                      and

                         GETTY PETROLEUM MARKETING INC.

                                 dated as of

                               February 1, 1997





<PAGE>   2
                              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
<PAGE>   3

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
                                                                         
                                                                          
                                       ii
                                                                          
                                                                          
<PAGE>   4
     Section 9.12  Legal Enforceability...................................  46
     Section 9.13  Consent of Parties.....................................  46
 

                                      iii


<PAGE>   5
                              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




                                       iv


<PAGE>   6
      
                               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







                                       v
<PAGE>   7
                           ___________________,  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");
<PAGE>   8


          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
<PAGE>   9


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
<PAGE>   10


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
<PAGE>   11


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
<PAGE>   12



          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
<PAGE>   13


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
<PAGE>   14


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
<PAGE>   15


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
<PAGE>   16



          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
<PAGE>   17


          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
<PAGE>   18


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
<PAGE>   19


   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
<PAGE>   20


   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.



                                       14


<PAGE>   21


          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.

     


                                       15
<PAGE>   22


        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.

                                       16
<PAGE>   23


          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
<PAGE>   24


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
<PAGE>   25


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
<PAGE>   26


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
<PAGE>   27


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 III
                   ASSUMPTION 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
<PAGE>   28
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

<PAGE>   29
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);

                                       23


<PAGE>   30
     (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


<PAGE>   31
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

<PAGE>   32
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

<PAGE>   33
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).

                                       27

<PAGE>   34
     (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
<PAGE>   35

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.  

                                       29

            
<PAGE>   36
     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
<PAGE>   37
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

                                       31

<PAGE>   38
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
<PAGE>   39
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
<PAGE>   40
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

<PAGE>   41
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

<PAGE>   42
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
<PAGE>   43
     (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
<PAGE>   44
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
<PAGE>   45
                                  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
<PAGE>   46
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
<PAGE>   47

          (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
<PAGE>   48

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
<PAGE>   49

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
<PAGE>   50


                 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
<PAGE>   51

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
<PAGE>   52


                 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
<PAGE>   53

                 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



<PAGE>   54
                                                                EXHIBIT A


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

<TABLE>
<CAPTION>
                                                 HISTORICAL  ADJUSTMENTS   PRO FORMA
                                                 ----------  -----------   ---------
ASSETS                                                                              
<S>                                               <C>       <C>            <C>
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  
                                                  ========  ========       ========  
</TABLE>

      

   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.
<PAGE>   55

                                                                     EXHIBIT D


 
                GETTY PETROLEUM MARKETING INC. AND SUBSIDIARIES
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                             AS OF OCTOBER 31, 1996
                                 (in thousands)
 
<TABLE>
<CAPTION>
                                                               HISTORICAL    ADJUSTMENTS     PRO FORMA
                                                               ----------    -----------     ---------
<S>                                                            <C>           <C>             <C>
                  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
                                                                 ========      ========       ========
</TABLE>
 
   See accompanying notes to unaudited pro forma consolidated balance sheet.
 
<PAGE>   56
                                                                       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
<PAGE>   57

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
<PAGE>   58

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
<PAGE>   59

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
<PAGE>   60

      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
<PAGE>   61

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
<PAGE>   62

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
<PAGE>   63




                                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
<PAGE>   64
                          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

<PAGE>   65

                          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

<PAGE>   66
                          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

<PAGE>   67

                          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

<PAGE>   68

                          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

<PAGE>   69

                          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

<PAGE>   70


                          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
<PAGE>   71


                          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

<PAGE>   72

                          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

<PAGE>   73

                          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

<PAGE>   74

                          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

<PAGE>   75

                          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


<PAGE>   76


                          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

<PAGE>   77

                          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
<PAGE>   78

                                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



<PAGE>   79
                             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
<PAGE>   80
                             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
<PAGE>   81
                             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
<PAGE>   82
                             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
<PAGE>   83
                             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
<PAGE>   84
                             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
<PAGE>   85
                             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
<PAGE>   86
                             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
<PAGE>   87
                             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
<PAGE>   88

                                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


<PAGE>   89

                                SCHEDULE 1.01(d)
                                Shared Policies



                       [will be supplied upon request]
<PAGE>   90
                                Schedule 2.06

                    Conveyance and Assumption Instruments


























                                [See attached]

<PAGE>   91
 
                                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:  __________________________



<PAGE>   92





                     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.

                            W I T N E S S E T H:

     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.

<PAGE>   93


     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

<PAGE>   94

 
 
                                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:  ________________________



<PAGE>   95





                     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.

                            W I T N E S S E T H:

     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.

<PAGE>   96



     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

<PAGE>   97

 
                                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:  ________________________



<PAGE>   98





                     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.

                             W I T N E S S E T H:

     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.

<PAGE>   99


     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
 
<PAGE>   100
                                 SCHEDULE 4.01
                                    Consents

              AGREEMENTS WHERE CONSENT TO ASSIGNMENT IS REQUIRED

<TABLE>
<CAPTION>
     Agreement                        Parties to Agreement       Date          Subject of Agreement        Other
     ----------                       --------------------       ----          --------------------        -----   
<S>  <C>                          <C>                            <C>        <C>                            <C>     
1.   Advertising Agreement         NY Yankee Partnership         12/1/95    Advertising at Yankee Stadium         
                                   & GPC                                                                          
                                                                                                             
2.   Wright Express Corporation/   Wright Express Corporation    10/14/86   Co-branded fleet fueling card    
     GPC Charge Card Agreement     & GPC                                    and credit card program                   
                                                                                                                  
3.   Transnet, Inc. Transaction    Transnet, Inc. & GPC          03/31/93   Processing transaction data 
     Processing Services Agr't                                              from credit card, debit, 
                                                                            & check payments                         
                                                                                                                  
4.   VeriFone Finance Equipment    VeriFone Finance & GPC        03/25/94   Lease of Omni 395 265K         Lease #3823 
     Leasing Agreement                                                      terminals, P250 printers 
                                                                            & Pin Pad 101's         
                                                                                                           
5.   VeriFone Finance Equipment    VeriFone Finance & GPC        09/10/93   Lease of Omni 395 265K         Lease #2145 
     Leasing Agreement                                                      terminals, P250 printers 
                                                                            & Pin Pad 101's       
                                                                                                                  
6.   Midlantic Bank, National      Midlantic Bank, National      11/17/94   Getty's participation in 
     Association Merchant Agr't    Association & GPC                        network to settle eft fund 
                                                                            transfers             
                                                                                                                  
7.   Fuel Marketing Agreement      International Automated       05/31/95   Getty's participation in 
                                   Energy Systems, Inc. & GPC               national network of fleet 
                                                                            vehicle fueling facilities; 
                                                                            IAES fleet cards          
                                      
8.   Agreement                     Interlink Network, Inc.       09/27/95   Getty's acceptance of 
                                    & GPC                                   Interlink brand debit cards 
                                                                            at Getty locations                        
                                                                                                             
9.   Lease                         York & Aero Oil               11/29/93   Lease of four Mack Tractors    Assign from        
                                                                            (MD)                           Aero Oil to PT Petro
                                                                                                                               
10.  Lease                         GECC & Aero Oil               10/21/94   Lease of two Heil Tank         Assign from 
                                                                            Trailers (PA)                  Aero Oil to PT Petro    
                                                                                                             
11.  Lease                         GECC & Aero Oil               11/23/94   Lease of three Heil Tank       Assign from         
                                                                            Trailers (PA)                  Aero Oil to PT Petro
                                                                                                                               
12.  Lease                         GECC & Aero Oil               12/21/94   Lease of three Mack tractors   Assign from 
                                                                            (PA)                           Aero Oil to PT Petro 
                                                                                                                               
13.  Lease                         GE Capital Fleet Services     12/01/96   Lease on one Mack CH 613       Assign from Aero    
                                   & Aero Oil                               Tractor (MD)                   Oil to PT Petro     
                                                                                                                                
14.  Lease of Computer Equipment   StorageTek & GPC              07/01/93   Lease of Tape Cartridge-Sys.   Notice of cancellation 
                                                                            38                             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                                   
</TABLE>                                                                        
                                      1