; Trademark License Agreement - GETTY REALTY CORP /MD/ - 12-15-2000
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Trademark License Agreement - GETTY REALTY CORP /MD/ - 12-15-2000

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									Exhibit 10.23(a) AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT THIS AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and made a part hereof, this "License Agreement"), effective as of the Restatement Effective Date (as defined in the Master Lease (as hereinafter defined)), is entered into by and between: Getty Properties Corp. (f/k/a Getty Realty Corp.) (hereinafter called "REALTY"), a corporation organized and existing under the laws of the State of Delaware, located at 125 Jericho Turnpike, Jericho, New York 11753; and Getty Petroleum Marketing Inc. (together with any successors and permitted assignees, hereinafter called "MARKETING"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New York 11753. WHEREAS, REALTY is the owner of certain trademarks, service marks and trade names that have been utilized in, among other businesses, the motor fuels marketing business, as conducted in certain areas of the United States (defined below as the Licensed Territory); WHEREAS, REALTY has leased and subleased various motor fuels outlet properties to MARKETING under certain net lease agreements, all of which net lease agreements have been incorporated, consolidated, amended and restated as of the date hereof pursuant to that certain Consolidated, Amended and Restated Master Lease between REALTY, as landlord, and MARKETING, as tenant (as so incorporated, consolidated, amended and restated, the "Master Lease"); WHEREAS, REALTY licensed certain trademarks, service marks and trade names to MARKETING for use in its marketing business pursuant to the Trademark License

Agreement between Getty Properties Corp. and MARKETING dated February 1, 1997 (the "Original License Agreement") in the Original Licensed Territory (as defined below); WHEREAS, REALTY and MARKETING seek to amend and restate in its entirety the Original License Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties hereby amend, restate and supersede the Original License Agreement in its entirety as follows: 1. DEFINITIONS A. "Affiliate" means any stockholder of MARKETING that beneficially owns at least a majority of the then issued and outstanding capital stock of MARKETING or any wholly-owned or majority-owned subsidiary of MARKETING that are involved in the Marketing Business (as defined hereinafter). B. "Branded Gasoline" means gasoline that is sold through a Branded Outlet and is identified using any of the Licensed Marks. C. "Branded Outlet" means a retail service station with signage bearing any of the Licensed Marks and located in the Licensed Territory that is, or is hereafter, owned or operated by MARKETING or persons that sublicense the Licensed Marks from MARKETING pursuant to Paragraph 2C hereof. D. "Licensed Marks" means the trademarks, service marks or trade names listed on Schedule A attached hereto and as subsequently included pursuant to Paragraph 6C hereof. E. "Licensed Territory" means the following states and district, as applicable, of the United States: Maine, New Hampshire, Vermont, Massachusetts, Rhode Island,

Agreement between Getty Properties Corp. and MARKETING dated February 1, 1997 (the "Original License Agreement") in the Original Licensed Territory (as defined below); WHEREAS, REALTY and MARKETING seek to amend and restate in its entirety the Original License Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties hereby amend, restate and supersede the Original License Agreement in its entirety as follows: 1. DEFINITIONS A. "Affiliate" means any stockholder of MARKETING that beneficially owns at least a majority of the then issued and outstanding capital stock of MARKETING or any wholly-owned or majority-owned subsidiary of MARKETING that are involved in the Marketing Business (as defined hereinafter). B. "Branded Gasoline" means gasoline that is sold through a Branded Outlet and is identified using any of the Licensed Marks. C. "Branded Outlet" means a retail service station with signage bearing any of the Licensed Marks and located in the Licensed Territory that is, or is hereafter, owned or operated by MARKETING or persons that sublicense the Licensed Marks from MARKETING pursuant to Paragraph 2C hereof. D. "Licensed Marks" means the trademarks, service marks or trade names listed on Schedule A attached hereto and as subsequently included pursuant to Paragraph 6C hereof. E. "Licensed Territory" means the following states and district, as applicable, of the United States: Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, 2

Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia. F. "Marketing Business" means: (i) the purchase, storage, distribution, marketing, and sale of gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network; (ii) the operation of convenience stores; and (iii) the purchase, storage, transportation and sale of home heating oil to residential and commercial customers in mid Hudson Valley, New York. By way of example, "Marketing Business" does not include the real estate business previously carried on by Getty Petroleum Corp., which is currently being carried on by REALTY. G. "Material Non-Monetary Default" means a material breach or breaches of MARKETING's obligations under this License Agreement that reasonably would be expected to result in a significant and lasting diminution of the value of the Licensed Marks in the Marketing Business. H. "Original Licensed Territory" means the following states of the United States: Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and West Virginia. 2. GRANT OF LICENSE A. Subject to the terms and conditions set out herein, REALTY grants to MARKETING an exclusive license to use the Licensed Marks in the Licensed Territory in connection with its Marketing Business. The license shall be royalty-free except for the royalty payments required to be made pursuant to the Master Lease, which such payments are defined therein as the "Royalty Fee." 3

Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia. F. "Marketing Business" means: (i) the purchase, storage, distribution, marketing, and sale of gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network; (ii) the operation of convenience stores; and (iii) the purchase, storage, transportation and sale of home heating oil to residential and commercial customers in mid Hudson Valley, New York. By way of example, "Marketing Business" does not include the real estate business previously carried on by Getty Petroleum Corp., which is currently being carried on by REALTY. G. "Material Non-Monetary Default" means a material breach or breaches of MARKETING's obligations under this License Agreement that reasonably would be expected to result in a significant and lasting diminution of the value of the Licensed Marks in the Marketing Business. H. "Original Licensed Territory" means the following states of the United States: Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and West Virginia. 2. GRANT OF LICENSE A. Subject to the terms and conditions set out herein, REALTY grants to MARKETING an exclusive license to use the Licensed Marks in the Licensed Territory in connection with its Marketing Business. The license shall be royalty-free except for the royalty payments required to be made pursuant to the Master Lease, which such payments are defined therein as the "Royalty Fee." 3

B. MARKETING and any Affiliate may use and continue to use the name "Getty" in the name under which it incorporates, organizes or conducts its business and its subsidiaries; provided that there is no likelihood of confusion between MARKETING's and its subsidiaries' incorporated name and Getty Properties Corp. or Getty Realty Corp., and that the use of the name "Getty" in MARKETING's or its subsidiaries' incorporated name does not exceed REALTY's rights to the name "Getty". The parties agree that the use by MARKETING and its subsidiary of the incorporated names Getty Petroleum Marketing Inc. and Getty Terminals Corp. does not create any likelihood of confusion. MARKETING or any Affiliate may use the name "Getty" in combination with the name "Lukoil", or any variation thereof, and any other name under which OAO LUKOIL operates, or subsequently operates, all or part of its operations, in the names under which such entities incorporate, organize or conduct their respective businesses, provided that such use of the name "Getty" does not exceed REALTY's rights to the name "Getty" and does not create a likelihood of confusion with Getty Properties Corp. or Getty Realty Corp. The act of combining the name "Lukoil", or any stylistic variation thereof, or any other name with the name "Getty" or using such combined name in commerce shall give no rights to REALTY to use the names combined with "Getty". Upon the request of MARKETING, REALTY shall execute and deliver to MARKETING any consents that may be required from time to time by the secretary of state or similar office of a state, commonwealth or other jurisdiction in order for MARKETING or any Affiliate to use the name "Getty" in the name under which it incorporates, organizes or conducts its business. MARKETING accepts the license subject to the terms and conditions of this License Agreement. C. Subject to the consent of REALTY, which consent shall not be unreasonably withheld or delayed, MARKETING may sublicense the Licensed Marks to 4

retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the sublicensees. In determining the reasonableness of a refusal to consent to a sublicense, the parties shall be guided by the following considerations: (i) the parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks; and (ii) the parties shall not permit the indiscriminate

B. MARKETING and any Affiliate may use and continue to use the name "Getty" in the name under which it incorporates, organizes or conducts its business and its subsidiaries; provided that there is no likelihood of confusion between MARKETING's and its subsidiaries' incorporated name and Getty Properties Corp. or Getty Realty Corp., and that the use of the name "Getty" in MARKETING's or its subsidiaries' incorporated name does not exceed REALTY's rights to the name "Getty". The parties agree that the use by MARKETING and its subsidiary of the incorporated names Getty Petroleum Marketing Inc. and Getty Terminals Corp. does not create any likelihood of confusion. MARKETING or any Affiliate may use the name "Getty" in combination with the name "Lukoil", or any variation thereof, and any other name under which OAO LUKOIL operates, or subsequently operates, all or part of its operations, in the names under which such entities incorporate, organize or conduct their respective businesses, provided that such use of the name "Getty" does not exceed REALTY's rights to the name "Getty" and does not create a likelihood of confusion with Getty Properties Corp. or Getty Realty Corp. The act of combining the name "Lukoil", or any stylistic variation thereof, or any other name with the name "Getty" or using such combined name in commerce shall give no rights to REALTY to use the names combined with "Getty". Upon the request of MARKETING, REALTY shall execute and deliver to MARKETING any consents that may be required from time to time by the secretary of state or similar office of a state, commonwealth or other jurisdiction in order for MARKETING or any Affiliate to use the name "Getty" in the name under which it incorporates, organizes or conducts its business. MARKETING accepts the license subject to the terms and conditions of this License Agreement. C. Subject to the consent of REALTY, which consent shall not be unreasonably withheld or delayed, MARKETING may sublicense the Licensed Marks to 4

retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the sublicensees. In determining the reasonableness of a refusal to consent to a sublicense, the parties shall be guided by the following considerations: (i) the parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks; and (ii) the parties shall not permit the indiscriminate proliferation of sublicensees which would reasonably be expected to cause the Licensed Marks to lose significance as a source of origin. In connection with any sublicense granted hereunder, the sublicensee shall be required to agree in writing to be bound by and comply with all terms and conditions of this License Agreement, except the obligation to pay royalty fees under the Master Lease which shall remain an obligation of MARKETING. REALTY hereby consents to the sublicensing of the Licensed Marks pursuant to this Paragraph 2C and authorizes MARKETING to make amendments and revisions in those sublicenses that are not of a material nature. D. Nothing in this License Agreement shall be construed as restricting MARKETING'S ability to (i) purchase, store, distribute, market, or sell gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network, (ii) to operate convenience stores and (iii) to purchase, store, transport and sell home heating oil to residential and commercial customers in Mid-Hudson Valley, New York, in the Licensed Territory, in each case using any trademark, trade name or service mark other than the Licensed Marks. 5

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

retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the sublicensees. In determining the reasonableness of a refusal to consent to a sublicense, the parties shall be guided by the following considerations: (i) the parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks; and (ii) the parties shall not permit the indiscriminate proliferation of sublicensees which would reasonably be expected to cause the Licensed Marks to lose significance as a source of origin. In connection with any sublicense granted hereunder, the sublicensee shall be required to agree in writing to be bound by and comply with all terms and conditions of this License Agreement, except the obligation to pay royalty fees under the Master Lease which shall remain an obligation of MARKETING. REALTY hereby consents to the sublicensing of the Licensed Marks pursuant to this Paragraph 2C and authorizes MARKETING to make amendments and revisions in those sublicenses that are not of a material nature. D. Nothing in this License Agreement shall be construed as restricting MARKETING'S ability to (i) purchase, store, distribute, market, or sell gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network, (ii) to operate convenience stores and (iii) to purchase, store, transport and sell home heating oil to residential and commercial customers in Mid-Hudson Valley, New York, in the Licensed Territory, in each case using any trademark, trade name or service mark other than the Licensed Marks. 5

3. OWNERSHIP OF MARKS MARKETING acknowledges REALTY's ownership of the Licensed Marks in the Licensed Territory. MARKETING agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks by MARKETING shall inure to the benefit of, and be on behalf of, REALTY. MARKETING agrees that nothing in this License Agreement shall give MARKETING any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this License Agreement. MARKETING agrees that it will not attack the title of REALTY to the Licensed Marks or attack the validity of the rights granted under this License Agreement. 4. QUALITY STANDARDS MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks; all goods sold by MARKETING under the Licensed Marks; and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of REALTY. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same high-level quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by REALTY or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of REALTY, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, 6

Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, REALTY shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. REALTY

3. OWNERSHIP OF MARKS MARKETING acknowledges REALTY's ownership of the Licensed Marks in the Licensed Territory. MARKETING agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks by MARKETING shall inure to the benefit of, and be on behalf of, REALTY. MARKETING agrees that nothing in this License Agreement shall give MARKETING any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this License Agreement. MARKETING agrees that it will not attack the title of REALTY to the Licensed Marks or attack the validity of the rights granted under this License Agreement. 4. QUALITY STANDARDS MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks; all goods sold by MARKETING under the Licensed Marks; and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of REALTY. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same high-level quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by REALTY or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of REALTY, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, 6

Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, REALTY shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. REALTY shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from REALTY at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by REALTY. REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new product; provided that REALTY shall be deemed to have given such approval if REALTY fails to deliver to MARKETING any notice within such 30-day period. If REALTY rejects any proposal to use any of the Licensed Marks with a new product, then REALTY shall provide a reasonably detailed explanation to MARKETING as to why REALTY found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to REALTY, and REALTY shall give reasonable consideration to, an amended proposal for such new product. 7

5. QUALITY MAINTENANCE MARKETING agrees to cooperate with REALTY in facilitating REALTY's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of MARKETING's operations once in any four-month period during normal business hours and upon ten day's prior written notice, and to supply REALTY with specimens of all uses of the Licensed Marks upon request. REALTY shall have no right to inspect the books and records of MARKETING other than those books and

Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, REALTY shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. REALTY shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from REALTY at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by REALTY. REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new product; provided that REALTY shall be deemed to have given such approval if REALTY fails to deliver to MARKETING any notice within such 30-day period. If REALTY rejects any proposal to use any of the Licensed Marks with a new product, then REALTY shall provide a reasonably detailed explanation to MARKETING as to why REALTY found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to REALTY, and REALTY shall give reasonable consideration to, an amended proposal for such new product. 7

5. QUALITY MAINTENANCE MARKETING agrees to cooperate with REALTY in facilitating REALTY's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of MARKETING's operations once in any four-month period during normal business hours and upon ten day's prior written notice, and to supply REALTY with specimens of all uses of the Licensed Marks upon request. REALTY shall have no right to inspect the books and records of MARKETING other than those books and records reasonably related to the use of the Licensed Marks by MARKETING in accordance with the terms of this License Agreement, and REALTY shall maintain all such information in the strictest of confidence. MARKETING shall comply with all applicable laws and regulations, including, but not limited to laws and regulations applicable to the storage and sale of gasoline at Branded Outlets and will obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this License Agreement. REALTY shall have the right to enter and inspect up to fifteen Branded Outlets in any threemonth period, which number, for purposes of clarification, includes Branded Outlets operated by sublicensees of the Licensed Marks. REALTY shall have the right to receive from MARKETING, upon request and without charge, a reasonable number of samples of products sold by MARKETING as well as labels, promotional materials, advertising materials, sales materials and related materials using any of the Licensed Marks. 6. FORM OF USE A. MARKETING agrees to use the Licensed Marks only in the form, manner and trade dress and with appropriate legends as reasonably prescribed from time to time by REALTY, and not to use any other trademark, trade name, trade dress, or service mark in combination with any of the Licensed Marks without prior written approval of REALTY. 8

REALTY hereby approves of the use of the Licensed Marks used in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to REALTY for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. REALTY's approval shall not be unreasonably withheld or delayed. REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with

5. QUALITY MAINTENANCE MARKETING agrees to cooperate with REALTY in facilitating REALTY's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of MARKETING's operations once in any four-month period during normal business hours and upon ten day's prior written notice, and to supply REALTY with specimens of all uses of the Licensed Marks upon request. REALTY shall have no right to inspect the books and records of MARKETING other than those books and records reasonably related to the use of the Licensed Marks by MARKETING in accordance with the terms of this License Agreement, and REALTY shall maintain all such information in the strictest of confidence. MARKETING shall comply with all applicable laws and regulations, including, but not limited to laws and regulations applicable to the storage and sale of gasoline at Branded Outlets and will obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this License Agreement. REALTY shall have the right to enter and inspect up to fifteen Branded Outlets in any threemonth period, which number, for purposes of clarification, includes Branded Outlets operated by sublicensees of the Licensed Marks. REALTY shall have the right to receive from MARKETING, upon request and without charge, a reasonable number of samples of products sold by MARKETING as well as labels, promotional materials, advertising materials, sales materials and related materials using any of the Licensed Marks. 6. FORM OF USE A. MARKETING agrees to use the Licensed Marks only in the form, manner and trade dress and with appropriate legends as reasonably prescribed from time to time by REALTY, and not to use any other trademark, trade name, trade dress, or service mark in combination with any of the Licensed Marks without prior written approval of REALTY. 8

REALTY hereby approves of the use of the Licensed Marks used in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to REALTY for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. REALTY's approval shall not be unreasonably withheld or delayed. REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new or revised label; provided that REALTY shall be deemed to have given such approval if REALTY fails to deliver to MARKETING any notice within such 30-day period. If REALTY rejects any proposal to use any new or revised labels, then REALTY shall provide a reasonably detailed explanation to MARKETING as to why REALTY found the proposed labels unacceptable, and MARKETING may resubmit to REALTY, and REALTY shall give reasonable consideration to, any amended proposal for such new or revised label. C. If during the term of this Agreement REALTY owns or obtains the right to use any trademark, service mark or trade name that incorporates the name "Getty" and is associated with the Marketing Business, REALTY promptly shall give written notice of such new trademark, service mark or trade name to MARKETING, and upon the written request of MARKETING, such trademark, service mark or trade name shall become a Licensed Mark. 7. TRADEMARK NOTICES MARKETING will utilize on its products bearing the Licensed Marks, packaging and advertising, whatever lawful notice is reasonably requested in writing by REALTY in order to protect the Licensed Marks and properly designate REALTY's legal ownership thereof. Without limiting the foregoing, MARKETING agrees to utilize, where commercially practicable, a notice sufficient to indicate that each of the utilized Licensed Marks is a registered trademark 9

REALTY hereby approves of the use of the Licensed Marks used in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to REALTY for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. REALTY's approval shall not be unreasonably withheld or delayed. REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new or revised label; provided that REALTY shall be deemed to have given such approval if REALTY fails to deliver to MARKETING any notice within such 30-day period. If REALTY rejects any proposal to use any new or revised labels, then REALTY shall provide a reasonably detailed explanation to MARKETING as to why REALTY found the proposed labels unacceptable, and MARKETING may resubmit to REALTY, and REALTY shall give reasonable consideration to, any amended proposal for such new or revised label. C. If during the term of this Agreement REALTY owns or obtains the right to use any trademark, service mark or trade name that incorporates the name "Getty" and is associated with the Marketing Business, REALTY promptly shall give written notice of such new trademark, service mark or trade name to MARKETING, and upon the written request of MARKETING, such trademark, service mark or trade name shall become a Licensed Mark. 7. TRADEMARK NOTICES MARKETING will utilize on its products bearing the Licensed Marks, packaging and advertising, whatever lawful notice is reasonably requested in writing by REALTY in order to protect the Licensed Marks and properly designate REALTY's legal ownership thereof. Without limiting the foregoing, MARKETING agrees to utilize, where commercially practicable, a notice sufficient to indicate that each of the utilized Licensed Marks is a registered trademark 9

of Getty Properties Corp. If REALTY does not request a particular trademark notice, MARKETING shall utilize such notice as in the opinion of its counsel is appropriate in order to protect the Licensed Marks and properly designate REALTY's legal ownership thereof and the fact of registration thereof. However, MARKETING shall advise REALTY of each such intended notice, and make any changes thereto reasonably requested by REALTY. 8. APPROVALS AND PROTECTION OF THE LICENSED MARKS In discharging their respective rights and obligations with respect to Paragraphs 4, 5, 6, or 7 above, the parties shall be guided by the following consideration: The parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks including, without limitation, the indiscriminate proliferation of uses of the Licensed Marks which would cause any of the Licensed Marks to lose significance as a source of origin. If there is any dispute as to either party's obligations with respect to Paragraphs 4, 5, 6, or 7 above, or the application thereof, the parties shall promptly consult to resolve the matter. If the parties cannot resolve the matter, the dispute shall be submitted to arbitration in accordance with Paragraph 15 below and the arbitrator in that case shall be guided by the same considerations described above in this Paragraph 8. 9. CONFLICTING TRADEMARKS MARKETING will not at any time adopt or use, without REALTY's prior written consent, any word, mark, or designation which is similar or likely to be confused with any of the Licensed Marks. 10

10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE

of Getty Properties Corp. If REALTY does not request a particular trademark notice, MARKETING shall utilize such notice as in the opinion of its counsel is appropriate in order to protect the Licensed Marks and properly designate REALTY's legal ownership thereof and the fact of registration thereof. However, MARKETING shall advise REALTY of each such intended notice, and make any changes thereto reasonably requested by REALTY. 8. APPROVALS AND PROTECTION OF THE LICENSED MARKS In discharging their respective rights and obligations with respect to Paragraphs 4, 5, 6, or 7 above, the parties shall be guided by the following consideration: The parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks including, without limitation, the indiscriminate proliferation of uses of the Licensed Marks which would cause any of the Licensed Marks to lose significance as a source of origin. If there is any dispute as to either party's obligations with respect to Paragraphs 4, 5, 6, or 7 above, or the application thereof, the parties shall promptly consult to resolve the matter. If the parties cannot resolve the matter, the dispute shall be submitted to arbitration in accordance with Paragraph 15 below and the arbitrator in that case shall be guided by the same considerations described above in this Paragraph 8. 9. CONFLICTING TRADEMARKS MARKETING will not at any time adopt or use, without REALTY's prior written consent, any word, mark, or designation which is similar or likely to be confused with any of the Licensed Marks. 10

10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE A. The parties agree to cooperate in the execution and delivery, from time to time, throughout the term of this License Agreement, of any documents that may be reasonably required or desirable to effectuate and carry out the purpose and intent of this License Agreement. Such documents shall include instruments required to file, renew, protect, perfect and/or maintain the Licensed Marks and REALTY's ownership therein, or to provide for the granting of any license hereunder. Without limiting the generality of the foregoing, REALTY shall enter MARKETING or its local designee or cause MARKETING or its local designee to be entered as a registered user of the Licensed Marks wherever necessary or desirable, and MARKETING and/or its local designee shall, upon written request, execute such registered user agreements. B. Except as provided in Paragraph 11B below with respect to infringement of the Licensed Marks by third parties, REALTY shall take such action as is reasonably required or desirable to obtain and maintain appropriate protection, of the Licensed Marks applicable to MARKETING's business. Except as provided in Paragraph 11B below, with respect to infringement of the Licensed Marks by third parties, REALTY shall bear the full cost of all trademark filings, renewals, registered user entries and actions to protect, perfect or maintain the Licensed Marks applicable to the Marketing Business, including the attorney's and local agent's fees, taxes, government filing and other fees. 11. INFRINGEMENT AND OTHER ACTIONS A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed 11

Mark infringes the trademark or trade name rights of such third party, or (iii) in which the revocation, cancellation or declaration of invalidity of any of the Licensed Marks is sought. REALTY and MARKETING shall consult with respect to each such claim, action, or proceeding, the assertion of counterclaims thereto and the settlement thereof and shall jointly defend, in the name of REALTY and/or in the name of MARKETING, each such action

10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE A. The parties agree to cooperate in the execution and delivery, from time to time, throughout the term of this License Agreement, of any documents that may be reasonably required or desirable to effectuate and carry out the purpose and intent of this License Agreement. Such documents shall include instruments required to file, renew, protect, perfect and/or maintain the Licensed Marks and REALTY's ownership therein, or to provide for the granting of any license hereunder. Without limiting the generality of the foregoing, REALTY shall enter MARKETING or its local designee or cause MARKETING or its local designee to be entered as a registered user of the Licensed Marks wherever necessary or desirable, and MARKETING and/or its local designee shall, upon written request, execute such registered user agreements. B. Except as provided in Paragraph 11B below with respect to infringement of the Licensed Marks by third parties, REALTY shall take such action as is reasonably required or desirable to obtain and maintain appropriate protection, of the Licensed Marks applicable to MARKETING's business. Except as provided in Paragraph 11B below, with respect to infringement of the Licensed Marks by third parties, REALTY shall bear the full cost of all trademark filings, renewals, registered user entries and actions to protect, perfect or maintain the Licensed Marks applicable to the Marketing Business, including the attorney's and local agent's fees, taxes, government filing and other fees. 11. INFRINGEMENT AND OTHER ACTIONS A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed 11

Mark infringes the trademark or trade name rights of such third party, or (iii) in which the revocation, cancellation or declaration of invalidity of any of the Licensed Marks is sought. REALTY and MARKETING shall consult with respect to each such claim, action, or proceeding, the assertion of counterclaims thereto and the settlement thereof and shall jointly defend, in the name of REALTY and/or in the name of MARKETING, each such action or proceeding that is commenced. If an action or proceeding brought by a third party concerns the registrations and/or products of both REALTY and MARKETING, both REALTY and MARKETING shall be responsible for their pro rata share of legal expenses incurred in defending such action or proceeding, said pro rata share to be determined by the proportion of products and/or registrations at issue in the third party action or proceeding. If there is a disagreement as to the appropriate pro rata share of legal expenses to be borne by each party, the matter shall be submitted to arbitration in accordance with Paragraph 15 below. If the claim or action concerns only products (other than claims pertaining to the Licensed Marks) and/or registrations of MARKETING, MARKETING shall bear all legal expenses incurred in defending such actions and proceedings and bear all damages and costs, if any, recovered by the third party. B. REALTY and MARKETING will each undertake commercially reasonable efforts to learn of any unauthorized uses of the Licensed Marks. Promptly upon receiving notice or knowledge thereof, the parties shall notify each other of any infringement or other violation by a third party of any of the Licensed Marks. REALTY and MARKETING shall consult with respect to any such infringement, and any action or proceeding, including opposition and cancellation actions, that may be brought against such infringement. REALTY shall exercise its discretion with respect to taking appropriate action including the bringing of 12

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

Mark infringes the trademark or trade name rights of such third party, or (iii) in which the revocation, cancellation or declaration of invalidity of any of the Licensed Marks is sought. REALTY and MARKETING shall consult with respect to each such claim, action, or proceeding, the assertion of counterclaims thereto and the settlement thereof and shall jointly defend, in the name of REALTY and/or in the name of MARKETING, each such action or proceeding that is commenced. If an action or proceeding brought by a third party concerns the registrations and/or products of both REALTY and MARKETING, both REALTY and MARKETING shall be responsible for their pro rata share of legal expenses incurred in defending such action or proceeding, said pro rata share to be determined by the proportion of products and/or registrations at issue in the third party action or proceeding. If there is a disagreement as to the appropriate pro rata share of legal expenses to be borne by each party, the matter shall be submitted to arbitration in accordance with Paragraph 15 below. If the claim or action concerns only products (other than claims pertaining to the Licensed Marks) and/or registrations of MARKETING, MARKETING shall bear all legal expenses incurred in defending such actions and proceedings and bear all damages and costs, if any, recovered by the third party. B. REALTY and MARKETING will each undertake commercially reasonable efforts to learn of any unauthorized uses of the Licensed Marks. Promptly upon receiving notice or knowledge thereof, the parties shall notify each other of any infringement or other violation by a third party of any of the Licensed Marks. REALTY and MARKETING shall consult with respect to any such infringement, and any action or proceeding, including opposition and cancellation actions, that may be brought against such infringement. REALTY shall exercise its discretion with respect to taking appropriate action including the bringing of 12

actions at REALTY's expense in the name of REALTY and/or MARKETING, but shall not be obligated to take any action or institute any proceedings. If such action or proceeding is commenced by REALTY, it shall promptly notify MARKETING and MARKETING shall cooperate, including the defense of counterclaims, and REALTY shall bear the expenses of MARKETING except for fees charged by any attorneys retained solely by MARKETING in connection with such cooperation. MARKETING shall be given an opportunity to participate with counsel of its choice bearing its own legal and other costs. In the event that REALTY determines not to commence such action or proceeding at its expense, it shall promptly notify MARKETING. MARKETING may then, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks, provided however, that MARKETING must obtain the prior written approval of REALTY regarding commencement of such action, such consent not to be unreasonably withheld. The foregoing notwithstanding, in the event of any unauthorized use of the Licensed Marks by one of MARKETING'S sublicensees, MARKETING shall undertake efforts to cause the unauthorized use to stop. In the event those efforts are unsuccessful, MARKETING shall, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks with respect to such unauthorized use. REALTY shall cooperate with MARKETING in any such proceeding or action, including the defense of any counterclaims, and MARKETING shall bear the expenses of REALTY, except for fees charged by any attorneys retained solely by REALTY in connection with such cooperation. REALTY may, if not a party, join in, with counsel of its own choice, bearing its own legal and other costs. The party bringing any action or proceeding under this subparagraph (B) shall keep the other party informed of the proceedings and give the other party an opportunity to participate in any settlements, but the final decision whether to 13

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

actions at REALTY's expense in the name of REALTY and/or MARKETING, but shall not be obligated to take any action or institute any proceedings. If such action or proceeding is commenced by REALTY, it shall promptly notify MARKETING and MARKETING shall cooperate, including the defense of counterclaims, and REALTY shall bear the expenses of MARKETING except for fees charged by any attorneys retained solely by MARKETING in connection with such cooperation. MARKETING shall be given an opportunity to participate with counsel of its choice bearing its own legal and other costs. In the event that REALTY determines not to commence such action or proceeding at its expense, it shall promptly notify MARKETING. MARKETING may then, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks, provided however, that MARKETING must obtain the prior written approval of REALTY regarding commencement of such action, such consent not to be unreasonably withheld. The foregoing notwithstanding, in the event of any unauthorized use of the Licensed Marks by one of MARKETING'S sublicensees, MARKETING shall undertake efforts to cause the unauthorized use to stop. In the event those efforts are unsuccessful, MARKETING shall, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks with respect to such unauthorized use. REALTY shall cooperate with MARKETING in any such proceeding or action, including the defense of any counterclaims, and MARKETING shall bear the expenses of REALTY, except for fees charged by any attorneys retained solely by REALTY in connection with such cooperation. REALTY may, if not a party, join in, with counsel of its own choice, bearing its own legal and other costs. The party bringing any action or proceeding under this subparagraph (B) shall keep the other party informed of the proceedings and give the other party an opportunity to participate in any settlements, but the final decision whether to 13

settle the action or proceeding shall be made by the party bringing the action or proceeding, subject to the approval of REALTY (if not a party), such approval not to be unreasonably withheld. If within ten (10) business days or such shorter time period as shall be reasonably practicable under the circumstances REALTY does not approve a proposed settlement recommended by MARKETING in good faith, REALTY shall be deemed to have taken over responsibility for the action or proceeding, including subsequent legal fees, awards against REALTY or MARKETING and expenses relating thereto. No settlement by either party shall bind the other to make any payment or suffer any loss of existing or future rights without such other party's consent, which shall not be unreasonably withheld. Any recovery in such action or proceeding shall be applied first to reimburse the party or parties for its or their legal expenses in maintaining such action or proceeding. The excess shall belong to the party maintaining the action or proceeding at the time such recovery is awarded. If the action is brought jointly and the recovery is not sufficient to reimburse REALTY and MARKETING for their legal expenses in such action, the unreimbursed portion of such legal expenses shall be borne equally by each party. 12. TERM This License Agreement shall continue in force and effect until fifteen years from the effective date of this License Agreement unless sooner terminated as provided for herein. This License Agreement shall be automatically renewed when and to the extent that the Master Lease is extended. All extended terms of this License Agreement shall be coterminous with the Master Lease. 13. TERMINATION AND BREACH This License Agreement shall be terminated upon (a) the voluntary filing by MARKETING of a bankruptcy petition or an involuntary bankruptcy proceeding having been 14

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. REALTY shall have the right to terminate this License Agreement upon the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING within one year of such determination or within thirty (30) days of such determination if the breach giving rise to such

settle the action or proceeding shall be made by the party bringing the action or proceeding, subject to the approval of REALTY (if not a party), such approval not to be unreasonably withheld. If within ten (10) business days or such shorter time period as shall be reasonably practicable under the circumstances REALTY does not approve a proposed settlement recommended by MARKETING in good faith, REALTY shall be deemed to have taken over responsibility for the action or proceeding, including subsequent legal fees, awards against REALTY or MARKETING and expenses relating thereto. No settlement by either party shall bind the other to make any payment or suffer any loss of existing or future rights without such other party's consent, which shall not be unreasonably withheld. Any recovery in such action or proceeding shall be applied first to reimburse the party or parties for its or their legal expenses in maintaining such action or proceeding. The excess shall belong to the party maintaining the action or proceeding at the time such recovery is awarded. If the action is brought jointly and the recovery is not sufficient to reimburse REALTY and MARKETING for their legal expenses in such action, the unreimbursed portion of such legal expenses shall be borne equally by each party. 12. TERM This License Agreement shall continue in force and effect until fifteen years from the effective date of this License Agreement unless sooner terminated as provided for herein. This License Agreement shall be automatically renewed when and to the extent that the Master Lease is extended. All extended terms of this License Agreement shall be coterminous with the Master Lease. 13. TERMINATION AND BREACH This License Agreement shall be terminated upon (a) the voluntary filing by MARKETING of a bankruptcy petition or an involuntary bankruptcy proceeding having been 14

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. REALTY shall have the right to terminate this License Agreement upon the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING within one year of such determination or within thirty (30) days of such determination if the breach giving rise to such Material Non-Monetary Default is the commingling of Branded Gasoline as described in Section 1 of Schedule B attached hereto. REALTY's only remedy with respect to breaches by MARKETING other than Material NonMonetary Defaults shall be to seek damages or injunctive relief. In the event of any breach or threatened breach of this License Agreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. 14. EFFECT OF TERMINATION Upon termination of this License Agreement, MARKETING agrees (a) to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from its corporate or business name; (b) to cooperate with REALTY or its appointed agent to apply to the appropriate authorities to cancel any recording of this License 15

Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials and signs bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks and the good will connected therewith shall remain the property of REALTY; (e) to cause all sublicenses to terminate;

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. REALTY shall have the right to terminate this License Agreement upon the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING within one year of such determination or within thirty (30) days of such determination if the breach giving rise to such Material Non-Monetary Default is the commingling of Branded Gasoline as described in Section 1 of Schedule B attached hereto. REALTY's only remedy with respect to breaches by MARKETING other than Material NonMonetary Defaults shall be to seek damages or injunctive relief. In the event of any breach or threatened breach of this License Agreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. 14. EFFECT OF TERMINATION Upon termination of this License Agreement, MARKETING agrees (a) to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from its corporate or business name; (b) to cooperate with REALTY or its appointed agent to apply to the appropriate authorities to cancel any recording of this License 15

Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials and signs bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks and the good will connected therewith shall remain the property of REALTY; (e) to cause all sublicenses to terminate; and (f) to use reasonable best efforts to cause all sublicensees to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from their respective business names, if applicable. Notwithstanding the foregoing, MARKETING and its sublicensees may continue to sell all goods bearing any of the Licensed Marks on packaging in inventory at the time this License Agreement is terminated for a period of 30 days. 15. ARBITRATION Any controversy or claim arising out of, or relating to, this License Agreement or its interpretation, performance or nonperformance or any breach thereof, which the parties are unable to resolve between themselves, shall first be submitted to a single arbitrator who shall be knowledgeable in marketing and trademark matters. The arbitrator shall be mutually appointed by the parties, and shall not be bound by rules of the American Arbitration Association, but shall adopt such procedures as shall appear appropriate to expedite decision making, in order that disputes may be resolved within commercially reasonable time periods. If the parties cannot agree on the selection of the arbitrator, the arbitrator shall be selected by The American Arbitration Association. Each party shall bear its own costs in any such proceeding. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. 16. REPRESENTATIONS AND WARRANTIES REALTY hereby represents and warrants to Marketing that: (a) REALTY has title to the Licensed Marks in the Licensed Territory free and clear of any liens and 16

encumbrances; (b) to REALTY's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) REALTY has the right, power and authority to

Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials and signs bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks and the good will connected therewith shall remain the property of REALTY; (e) to cause all sublicenses to terminate; and (f) to use reasonable best efforts to cause all sublicensees to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from their respective business names, if applicable. Notwithstanding the foregoing, MARKETING and its sublicensees may continue to sell all goods bearing any of the Licensed Marks on packaging in inventory at the time this License Agreement is terminated for a period of 30 days. 15. ARBITRATION Any controversy or claim arising out of, or relating to, this License Agreement or its interpretation, performance or nonperformance or any breach thereof, which the parties are unable to resolve between themselves, shall first be submitted to a single arbitrator who shall be knowledgeable in marketing and trademark matters. The arbitrator shall be mutually appointed by the parties, and shall not be bound by rules of the American Arbitration Association, but shall adopt such procedures as shall appear appropriate to expedite decision making, in order that disputes may be resolved within commercially reasonable time periods. If the parties cannot agree on the selection of the arbitrator, the arbitrator shall be selected by The American Arbitration Association. Each party shall bear its own costs in any such proceeding. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. 16. REPRESENTATIONS AND WARRANTIES REALTY hereby represents and warrants to Marketing that: (a) REALTY has title to the Licensed Marks in the Licensed Territory free and clear of any liens and 16

encumbrances; (b) to REALTY's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) REALTY has the right, power and authority to enter into this License Agreement and to perform all of REALTY's obligations hereunder; (d) REALTY has not granted to any third party a license for the Licensed Property that would conflict with the rights granted to MARKETING hereunder; and (e) to REALTY's knowledge the Licensed Marks are the only trademarks, service marks or trade names that incorporate the name "Getty" in the Marketing Business. 17. GENERAL PROVISION A. Assignability: This license may be assigned by either party to the successor in interest or assignee of substantially all of its business or assets, or the surviving party of any merger or consolidation to which it is a party provided that the assignee of any assignment assumes all the assignor's obligations hereunder. Without the prior written consent of REALTY, MARKETING shall be permitted to assign this License Agreement to any majority-owned subsidiary of MARKETING or a wholly-owned subsidiary of Lukoil Americas Corporation, provided that the Master Lease is also assigned to any such subsidiary. Apart from any assignment permissible under the preceding sentences of this paragraph 16A, MARKETING may not otherwise, assign the license granted herein or the obligations undertaken herein without the prior written consent of REALTY, which consent shall not be unreasonably withheld or delayed. B. Notices: Any notice, approval, consent or other communication required or permitted hereunder shall be in writing and shall be given by personal delivery or telecopy, with acknowledgement of receipt, or by prepaid registered mail, return receipt requested, addressed to the party at its address first above written, to the attention of its General Counsel, or to any other address that either party may subsequently designate, by notice in accordance with 17

this paragraph. Notices and other communications hereunder shall be deemed effective one (1) day after

encumbrances; (b) to REALTY's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) REALTY has the right, power and authority to enter into this License Agreement and to perform all of REALTY's obligations hereunder; (d) REALTY has not granted to any third party a license for the Licensed Property that would conflict with the rights granted to MARKETING hereunder; and (e) to REALTY's knowledge the Licensed Marks are the only trademarks, service marks or trade names that incorporate the name "Getty" in the Marketing Business. 17. GENERAL PROVISION A. Assignability: This license may be assigned by either party to the successor in interest or assignee of substantially all of its business or assets, or the surviving party of any merger or consolidation to which it is a party provided that the assignee of any assignment assumes all the assignor's obligations hereunder. Without the prior written consent of REALTY, MARKETING shall be permitted to assign this License Agreement to any majority-owned subsidiary of MARKETING or a wholly-owned subsidiary of Lukoil Americas Corporation, provided that the Master Lease is also assigned to any such subsidiary. Apart from any assignment permissible under the preceding sentences of this paragraph 16A, MARKETING may not otherwise, assign the license granted herein or the obligations undertaken herein without the prior written consent of REALTY, which consent shall not be unreasonably withheld or delayed. B. Notices: Any notice, approval, consent or other communication required or permitted hereunder shall be in writing and shall be given by personal delivery or telecopy, with acknowledgement of receipt, or by prepaid registered mail, return receipt requested, addressed to the party at its address first above written, to the attention of its General Counsel, or to any other address that either party may subsequently designate, by notice in accordance with 17

this paragraph. Notices and other communications hereunder shall be deemed effective one (1) day after dispatch, if personally delivered or telecopied, and three (3) days after dispatch, if posted, subject to proof of delivery. C. Waiver: The waiver by any party of a breach or default of any provision of this License Agreement by the other party shall not constitute a waiver by such party of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder, operate as a waiver of any such right, power or privilege by such party. D. Governing Law: This License Agreement shall be governed by, subject to and construed under the laws of the State of New York. E. Unenforceability: In the event that any term, clause or provision of this License Agreement shall be construed to be or adjudged invalid, void or unenforceable, such term, clause or provision shall be construed as severed from this License Agreement, and the remaining terms, clauses and provisions shall remain in effect. F. Association: The parties, by this License Agreement, do not intend to create a partnership, principal/agent, master/servant, franchisor/franchisee, or joint venture relationship, and nothing in this License Agreement shall be construed as creating such a relationship between the parties. The parties agree that this License Agreement does not create any franchise relationship between them that is subject to the provisions of the Petroleum Marketing Practices Act or any similar state or local government law. G. Counterparts: This License Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. 18

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

this paragraph. Notices and other communications hereunder shall be deemed effective one (1) day after dispatch, if personally delivered or telecopied, and three (3) days after dispatch, if posted, subject to proof of delivery. C. Waiver: The waiver by any party of a breach or default of any provision of this License Agreement by the other party shall not constitute a waiver by such party of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder, operate as a waiver of any such right, power or privilege by such party. D. Governing Law: This License Agreement shall be governed by, subject to and construed under the laws of the State of New York. E. Unenforceability: In the event that any term, clause or provision of this License Agreement shall be construed to be or adjudged invalid, void or unenforceable, such term, clause or provision shall be construed as severed from this License Agreement, and the remaining terms, clauses and provisions shall remain in effect. F. Association: The parties, by this License Agreement, do not intend to create a partnership, principal/agent, master/servant, franchisor/franchisee, or joint venture relationship, and nothing in this License Agreement shall be construed as creating such a relationship between the parties. The parties agree that this License Agreement does not create any franchise relationship between them that is subject to the provisions of the Petroleum Marketing Practices Act or any similar state or local government law. G. Counterparts: This License Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. 18

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of the day and year first above written. GETTY PROPERTIES CORP. (f/k/a Getty Realty Corp.)
By: /s/ John Fitteron -------------------------------------------Name: John Fitteron Title: Senior Vice President

GETTY PETROLEUM MARKETING INC.
By: /s/ Leo Liebowitz -------------------------------------------Name: Leo Liebowitz Title: Chairman and Chief Executive Officer

19

EXHIBIT 10.23 (b) TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and made a part hereof, this "License Agreement"), effective as of the Restatement Effective Date (as defined in the Master Lease (as hereinafter defined)), is entered into by and between: Getty TM Corp. (hereinafter called "TM"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike,

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of the day and year first above written. GETTY PROPERTIES CORP. (f/k/a Getty Realty Corp.)
By: /s/ John Fitteron -------------------------------------------Name: John Fitteron Title: Senior Vice President

GETTY PETROLEUM MARKETING INC.
By: /s/ Leo Liebowitz -------------------------------------------Name: Leo Liebowitz Title: Chairman and Chief Executive Officer

19

EXHIBIT 10.23 (b) TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and made a part hereof, this "License Agreement"), effective as of the Restatement Effective Date (as defined in the Master Lease (as hereinafter defined)), is entered into by and between: Getty TM Corp. (hereinafter called "TM"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New York 11753; and Getty Petroleum Marketing Inc. (together with any successors and permitted assignees, hereinafter called "MARKETING"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New York 11753. WHEREAS, TM is the owner of certain trademarks, service marks and trade names for use in, among other businesses, the motor fuels marketing business, as conducted in certain areas of the United States (defined below as the Licensed Territory); WHEREAS, the corporate parent of TM, Getty Properties Corp. (f/k/a Getty Realty Corp.) (hereinafter called "REALTY"), a corporation organized and existing under the laws of the State of Delaware, has leased and subleased various motor fuels outlet properties to MARKETING under certain net lease agreements, all of which net lease agreements have been incorporated, consolidated, amended and restated as of the date hereof pursuant to that certain Consolidated, Amended and Restated Master Lease between REALTY, as landlord, and MARKETING, as tenant (as so incorporated, consolidated, amended and restated, the "Master Lease"); WHEREAS, TM seeks to license those trademarks, service marks and trade names to MARKETING for use in its marketing business in the Licensed Territory as defined below;

WHEREAS, MARKETING seeks to license those trademarks, service marks and trade names from TM for use in its marketing business in the Licensed Territory as defined below; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows: 1. DEFINITIONS

EXHIBIT 10.23 (b) TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and made a part hereof, this "License Agreement"), effective as of the Restatement Effective Date (as defined in the Master Lease (as hereinafter defined)), is entered into by and between: Getty TM Corp. (hereinafter called "TM"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New York 11753; and Getty Petroleum Marketing Inc. (together with any successors and permitted assignees, hereinafter called "MARKETING"), a corporation organized and existing under the laws of the State of Maryland, located at 125 Jericho Turnpike, Jericho, New York 11753. WHEREAS, TM is the owner of certain trademarks, service marks and trade names for use in, among other businesses, the motor fuels marketing business, as conducted in certain areas of the United States (defined below as the Licensed Territory); WHEREAS, the corporate parent of TM, Getty Properties Corp. (f/k/a Getty Realty Corp.) (hereinafter called "REALTY"), a corporation organized and existing under the laws of the State of Delaware, has leased and subleased various motor fuels outlet properties to MARKETING under certain net lease agreements, all of which net lease agreements have been incorporated, consolidated, amended and restated as of the date hereof pursuant to that certain Consolidated, Amended and Restated Master Lease between REALTY, as landlord, and MARKETING, as tenant (as so incorporated, consolidated, amended and restated, the "Master Lease"); WHEREAS, TM seeks to license those trademarks, service marks and trade names to MARKETING for use in its marketing business in the Licensed Territory as defined below;

WHEREAS, MARKETING seeks to license those trademarks, service marks and trade names from TM for use in its marketing business in the Licensed Territory as defined below; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows: 1. DEFINITIONS A. "Affiliate" means any stockholder of MARKETING that beneficially owns at least a majority of the then issued and outstanding capital stock of MARKETING or any wholly-owned or majority-owned subsidiary of MARKETING that are involved in the Marketing Business (as defined hereinafter). B. "Branded Gasoline" means gasoline that is sold through a Branded Outlet and is identified using any of the Licensed Marks. C. "Branded Outlet" means a retail service station with signage bearing any of the Licensed Marks and located in the Licensed Territory that is, or is hereafter, owned or operated by MARKETING or persons that sublicense the Licensed Marks from MARKETING pursuant to Paragraph 2E hereof. D. "Licensed Marks" means the trademarks, service marks or trade names listed on Schedule A attached hereto and as subsequently included pursuant to Paragraph 6D hereof. E. "Licensed Territory" means all of the states, territories and possessions of the United States with the exception of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia. 2

F. "Marketing Business" means: (i) the purchase, storage, distribution, marketing, and sale of gasoline, diesel fuel

WHEREAS, MARKETING seeks to license those trademarks, service marks and trade names from TM for use in its marketing business in the Licensed Territory as defined below; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows: 1. DEFINITIONS A. "Affiliate" means any stockholder of MARKETING that beneficially owns at least a majority of the then issued and outstanding capital stock of MARKETING or any wholly-owned or majority-owned subsidiary of MARKETING that are involved in the Marketing Business (as defined hereinafter). B. "Branded Gasoline" means gasoline that is sold through a Branded Outlet and is identified using any of the Licensed Marks. C. "Branded Outlet" means a retail service station with signage bearing any of the Licensed Marks and located in the Licensed Territory that is, or is hereafter, owned or operated by MARKETING or persons that sublicense the Licensed Marks from MARKETING pursuant to Paragraph 2E hereof. D. "Licensed Marks" means the trademarks, service marks or trade names listed on Schedule A attached hereto and as subsequently included pursuant to Paragraph 6D hereof. E. "Licensed Territory" means all of the states, territories and possessions of the United States with the exception of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia. 2

F. "Marketing Business" means: (i) the purchase, storage, distribution, marketing, and sale of gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network; and (ii) the operation of convenience stores. G. "Material Monetary Default" means the failure to pay to TM royalty fees when due and payable pursuant to Paragraph 2C herein and unpaid for a period exceeding ten (10) days after receipt of written notice unless such payments are then being contested by MARKETING in good faith. H. "Material Non-Monetary Default" means a material breach or breaches of MARKETING's obligations under this License Agreement that reasonably would be expected to result in a significant and lasting diminution of the value of the Licensed Marks in the Marketing Business. I. "Royalty-Paying License Territory" shall mean all of the Licensed Territory with the exception of West Virginia. 2. GRANT OF LICENSE; ROYALTY FEES A. Subject to the terms and conditions set out herein, TM grants to MARKETING a non-exclusive, royaltybearing license to use the Licensed Marks in the Licensed Territory in connection with its Marketing Business. The license to use the Licensed Marks in West Virginia shall be royalty free. TM shall not grant any rights to use any of the Licensed Marks in the Licensed Territory to any entity to be used in connection with (i) the purchase, storage, distribution, marketing, or sale of gasoline, diesel fuel and other related products or (ii) the operation of convenience stores without MARKETING's prior written consent, which consent may be withheld if MARKETING reasonably believes that the entity to whom TM wishes to grant such license would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks. Any license that TM hereinafter grants to 3

F. "Marketing Business" means: (i) the purchase, storage, distribution, marketing, and sale of gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network; and (ii) the operation of convenience stores. G. "Material Monetary Default" means the failure to pay to TM royalty fees when due and payable pursuant to Paragraph 2C herein and unpaid for a period exceeding ten (10) days after receipt of written notice unless such payments are then being contested by MARKETING in good faith. H. "Material Non-Monetary Default" means a material breach or breaches of MARKETING's obligations under this License Agreement that reasonably would be expected to result in a significant and lasting diminution of the value of the Licensed Marks in the Marketing Business. I. "Royalty-Paying License Territory" shall mean all of the Licensed Territory with the exception of West Virginia. 2. GRANT OF LICENSE; ROYALTY FEES A. Subject to the terms and conditions set out herein, TM grants to MARKETING a non-exclusive, royaltybearing license to use the Licensed Marks in the Licensed Territory in connection with its Marketing Business. The license to use the Licensed Marks in West Virginia shall be royalty free. TM shall not grant any rights to use any of the Licensed Marks in the Licensed Territory to any entity to be used in connection with (i) the purchase, storage, distribution, marketing, or sale of gasoline, diesel fuel and other related products or (ii) the operation of convenience stores without MARKETING's prior written consent, which consent may be withheld if MARKETING reasonably believes that the entity to whom TM wishes to grant such license would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks. Any license that TM hereinafter grants to 3

any person other than MARKETING to use any of the Licensed Marks in the Marketing Business in the Licensed Territory shall prohibit the opening and operation of retail gasoline outlets bearing any of the Licensed Marks within a one-quarter-mile radius of any Branded Outlet. B. The royalty rate for the use of the Licensed Marks in the Royalty-Paying Licensed Territory shall be as follows: if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 0 and 199,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0035 per gallon of Branded Gasoline sold (i.e. $35.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 200,000,000 and 399,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0032 per gallon of Branded Gasoline sold (i.e. $32.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 400,000,000 and 599,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0029 per gallon of Branded Gasoline sold (i.e. $29.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 600,000,000 and 799,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0026 per gallon of Branded Gasoline sold (i.e. $26.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; 4

any person other than MARKETING to use any of the Licensed Marks in the Marketing Business in the Licensed Territory shall prohibit the opening and operation of retail gasoline outlets bearing any of the Licensed Marks within a one-quarter-mile radius of any Branded Outlet. B. The royalty rate for the use of the Licensed Marks in the Royalty-Paying Licensed Territory shall be as follows: if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 0 and 199,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0035 per gallon of Branded Gasoline sold (i.e. $35.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 200,000,000 and 399,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0032 per gallon of Branded Gasoline sold (i.e. $32.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 400,000,000 and 599,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0029 per gallon of Branded Gasoline sold (i.e. $29.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 600,000,000 and 799,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0026 per gallon of Branded Gasoline sold (i.e. $26.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; 4

if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 800,000,000 and 999,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0023 per gallon of Branded Gasoline sold (i.e. $23.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; and if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is 1,000,000,000 gallons of Branded Gasoline or more, the royalty rate shall be $.0020 per gallon of Branded Gasoline sold (i.e. $20.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year. C. Within thirty days of the end of each month, MARKETING shall make a monthly royalty payment to TM, equal to the number of gallons of Branded Gasoline sold that month in the Licensed Territory, multiplied by the applicable royalty rate as set forth in Paragraph 2B. In the event that, during any such month, the amount of Branded Gasoline sold by MARKETING in the Licensed Territory reaches a gallonage at which the royalty rate decreases pursuant to Paragraph 2B (a "Gallonage Threshold Event"), then MARKETING shall be entitled to receive a credit against such month's royalty payment equal to the product of (a) the amount of Branded Gasoline sold, in gallons, in the preceding months of such calendar year, times (b) the difference between the royalty rate used to compute the royalty fee for the preceding months of such calendar year and the royalty rate to be used to compute such fee for the calendar month in which the Gallonage Threshold Event occurs. If the amount of such credit is greater than the royalty payment due in the month in which the Gallonage Threshold Event occurs, then such credit shall be applied to the royalty payment for each subsequent month (whether or not such subsequent month occurs in same calendar year) until exhausted. Each time a Gallonage Threshold Event occurs in a given calendar year, the procedure set forth above shall 5

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

if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is between 800,000,000 and 999,999,999 gallons of Branded Gasoline, inclusive, the royalty rate shall be $.0023 per gallon of Branded Gasoline sold (i.e. $23.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year; and if in a particular calendar year the amount of Branded Gasoline sold in the Licensed Territory is 1,000,000,000 gallons of Branded Gasoline or more, the royalty rate shall be $.0020 per gallon of Branded Gasoline sold (i.e. $20.00 for every ten thousand gallons of Branded Gasoline sold) for that calendar year. C. Within thirty days of the end of each month, MARKETING shall make a monthly royalty payment to TM, equal to the number of gallons of Branded Gasoline sold that month in the Licensed Territory, multiplied by the applicable royalty rate as set forth in Paragraph 2B. In the event that, during any such month, the amount of Branded Gasoline sold by MARKETING in the Licensed Territory reaches a gallonage at which the royalty rate decreases pursuant to Paragraph 2B (a "Gallonage Threshold Event"), then MARKETING shall be entitled to receive a credit against such month's royalty payment equal to the product of (a) the amount of Branded Gasoline sold, in gallons, in the preceding months of such calendar year, times (b) the difference between the royalty rate used to compute the royalty fee for the preceding months of such calendar year and the royalty rate to be used to compute such fee for the calendar month in which the Gallonage Threshold Event occurs. If the amount of such credit is greater than the royalty payment due in the month in which the Gallonage Threshold Event occurs, then such credit shall be applied to the royalty payment for each subsequent month (whether or not such subsequent month occurs in same calendar year) until exhausted. Each time a Gallonage Threshold Event occurs in a given calendar year, the procedure set forth above shall 5

govern with respect to adjustment of the royalty fees due for such calendar year. In the event that this License Agreement expires before any such credit has been exhausted, then, provided that such expiration did not result from any of the events described in Paragraph 13 hereof, TM shall pay MARKETING a refund within thirty days of the expiration of this License Agreement. D. MARKETING and any Affiliate may use and continue to use the name "Getty" in the name under which it incorporates, organizes or conducts its business and its subsidiaries', provided that there is no likelihood of confusion between MARKETING's and its subsidiaries' incorporated name and Getty Properties Corp. or Getty Realty Corp., and that the use of the name "Getty" in MARKETING's or its subsidiaries' incorporated name does not exceed REALTY's rights to the name "Getty". The parties agree that the use by MARKETING and its subsidiary of the incorporated names Getty Petroleum Marketing Inc. and Getty Terminals Corp. does not create any likelihood of confusion. MARKETING or any Affiliate may use the name "Getty" in combination with the name "Lukoil", or any variation thereof, and any other name under which OAO LUKOIL operates, or subsequently operates, all or part of its operations, in the names under which such entities incorporate, organize or conduct their respective businesses, provided that such use of the name "Getty" does not exceed REALTY's rights to the name "Getty" and does not create a likelihood of confusion with Getty Properties Corp. or Getty Realty Corp. The act of combining the name "Lukoil", or any stylistic variation thereof, or any other name with the name "Getty" or using such combined name in commerce shall give no rights to TM to use the names combined with "Getty". Upon the request of MARKETING, TM shall execute and deliver to MARKETING any consents that may be required from time to time by the secretary of state or similar office of a state, commonwealth or other jurisdiction in order for MARKETING or any Affiliate to use the name "Getty" in the 6

name under which it incorporates, organizes or conducts its business. MARKETING accepts the license subject to the terms and conditions of this License Agreement. E. Subject to the consent of TM, which consent shall not be unreasonably withheld or delayed, MARKETING may sublicense the Licensed Marks to retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the

govern with respect to adjustment of the royalty fees due for such calendar year. In the event that this License Agreement expires before any such credit has been exhausted, then, provided that such expiration did not result from any of the events described in Paragraph 13 hereof, TM shall pay MARKETING a refund within thirty days of the expiration of this License Agreement. D. MARKETING and any Affiliate may use and continue to use the name "Getty" in the name under which it incorporates, organizes or conducts its business and its subsidiaries', provided that there is no likelihood of confusion between MARKETING's and its subsidiaries' incorporated name and Getty Properties Corp. or Getty Realty Corp., and that the use of the name "Getty" in MARKETING's or its subsidiaries' incorporated name does not exceed REALTY's rights to the name "Getty". The parties agree that the use by MARKETING and its subsidiary of the incorporated names Getty Petroleum Marketing Inc. and Getty Terminals Corp. does not create any likelihood of confusion. MARKETING or any Affiliate may use the name "Getty" in combination with the name "Lukoil", or any variation thereof, and any other name under which OAO LUKOIL operates, or subsequently operates, all or part of its operations, in the names under which such entities incorporate, organize or conduct their respective businesses, provided that such use of the name "Getty" does not exceed REALTY's rights to the name "Getty" and does not create a likelihood of confusion with Getty Properties Corp. or Getty Realty Corp. The act of combining the name "Lukoil", or any stylistic variation thereof, or any other name with the name "Getty" or using such combined name in commerce shall give no rights to TM to use the names combined with "Getty". Upon the request of MARKETING, TM shall execute and deliver to MARKETING any consents that may be required from time to time by the secretary of state or similar office of a state, commonwealth or other jurisdiction in order for MARKETING or any Affiliate to use the name "Getty" in the 6

name under which it incorporates, organizes or conducts its business. MARKETING accepts the license subject to the terms and conditions of this License Agreement. E. Subject to the consent of TM, which consent shall not be unreasonably withheld or delayed, MARKETING may sublicense the Licensed Marks to retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the sublicensees. In determining the reasonableness of a refusal to consent to a sublicense, the parties shall be guided by the following considerations: (i) the parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks and (ii) the parties shall not permit the indiscriminate proliferation of sublicensees which would reasonably be expected to cause the Licensed Marks to lose significance as a source of origin. In connection with any sublicense granted hereunder, the sublicensee shall be required to agree in writing to be bound by and comply all terms and conditions of this License Agreement, except the obligation to pay royalty fees hereunder which shall remain the obligation of MARKETING. TM hereby consents to the sublicensing of the Licensed Marks pursuant to this Paragraph 2E and authorizes MARKETING to make amendments and revisions in those sublicenses that are not of a material nature. F. Nothing in this License Agreement shall be construed as restricting MARKETING'S ability to (i) purchase, store, distribute, market, or sell gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network and 7

(ii) to operate convenience stores in the Licensed Territory, in each case using any trademark, trade name or service mark other than the Licensed Marks. 3. OWNERSHIP OF MARKS MARKETING acknowledges TM's ownership of the Licensed Marks in the Licensed Territory. MARKETING agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks by

name under which it incorporates, organizes or conducts its business. MARKETING accepts the license subject to the terms and conditions of this License Agreement. E. Subject to the consent of TM, which consent shall not be unreasonably withheld or delayed, MARKETING may sublicense the Licensed Marks to retailers or wholesalers of petroleum and other related products and operators of convenience stores, including but not limited to service station retailers, jobbers and distributors, but only subject to the terms and conditions of this License Agreement, all of which shall be equally binding on the sublicensees. In determining the reasonableness of a refusal to consent to a sublicense, the parties shall be guided by the following considerations: (i) the parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks and (ii) the parties shall not permit the indiscriminate proliferation of sublicensees which would reasonably be expected to cause the Licensed Marks to lose significance as a source of origin. In connection with any sublicense granted hereunder, the sublicensee shall be required to agree in writing to be bound by and comply all terms and conditions of this License Agreement, except the obligation to pay royalty fees hereunder which shall remain the obligation of MARKETING. TM hereby consents to the sublicensing of the Licensed Marks pursuant to this Paragraph 2E and authorizes MARKETING to make amendments and revisions in those sublicenses that are not of a material nature. F. Nothing in this License Agreement shall be construed as restricting MARKETING'S ability to (i) purchase, store, distribute, market, or sell gasoline, diesel fuel and other related products at wholesale and through terminals and a retail service station network and 7

(ii) to operate convenience stores in the Licensed Territory, in each case using any trademark, trade name or service mark other than the Licensed Marks. 3. OWNERSHIP OF MARKS MARKETING acknowledges TM's ownership of the Licensed Marks in the Licensed Territory. MARKETING agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks by MARKETING shall inure to the benefit of, and be on behalf of, TM. MARKETING agrees that nothing in this License Agreement shall give MARKETING any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this License Agreement. MARKETING agrees that it will not attack the title of TM to the Licensed Marks or attack the validity of this License Agreement. 4. QUALITY STANDARDS MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the 8

quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of

(ii) to operate convenience stores in the Licensed Territory, in each case using any trademark, trade name or service mark other than the Licensed Marks. 3. OWNERSHIP OF MARKS MARKETING acknowledges TM's ownership of the Licensed Marks in the Licensed Territory. MARKETING agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks by MARKETING shall inure to the benefit of, and be on behalf of, TM. MARKETING agrees that nothing in this License Agreement shall give MARKETING any right, title or interest in the Licensed Marks other than the right to use the Licensed Marks in accordance with this License Agreement. MARKETING agrees that it will not attack the title of TM to the Licensed Marks or attack the validity of this License Agreement. 4. QUALITY STANDARDS MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the 8

quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit 9

to TM, and TM shall give reasonable consideration to, an amended proposal for such new product. 5. QUALITY MAINTENANCE MARKETING agrees to cooperate with TM in facilitating TM's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of

quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit 9

to TM, and TM shall give reasonable consideration to, an amended proposal for such new product. 5. QUALITY MAINTENANCE MARKETING agrees to cooperate with TM in facilitating TM's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of MARKETING's operations once in any four-month period during normal business hours and upon ten day's prior written notice, and to supply TM with specimens of all uses of the Licensed Marks upon request. TM shall have no right to inspect the books and records of MARKETING other than those books and records reasonably related to the use of the Licensed Marks by MARKETING in accordance with the terms of this License Agreement, and TM shall maintain all such information in the strictest of confidence. MARKETING shall comply with all applicable laws and regulations, including, but not limited to laws and regulations applicable to the storage and sale of gasoline at Branded Outlets and will obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this License Agreement. TM shall have the right to enter and inspect up to fifteen Branded Outlets in any three-month period, which number, for purposes of clarification, includes Branded Outlets operated by sublicensees of the Licensed Marks. TM shall have the right to receive from MARKETING, upon request and without charge, a reasonable number of samples of products sold by MARKETING as well as labels, promotional materials, advertising materials, sales materials and related materials using any of the Licensed Marks. 6. FORM OF USE A. MARKETING agrees to use the Licensed Marks only in the form, manner and trade dress and with appropriate legends as reasonably prescribed from time to time by TM, 10

and not to use any other trademark, trade name, trade dress, or service mark in combination with any of the Licensed Marks without prior written approval of TM. TM hereby approves of the use of the Licensed Marks in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to TM for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. TM's approval shall not be unreasonably withheld or

to TM, and TM shall give reasonable consideration to, an amended proposal for such new product. 5. QUALITY MAINTENANCE MARKETING agrees to cooperate with TM in facilitating TM's control of the nature and quality of goods, services and related uses associated with the Licensed Marks, to permit reasonable inspection of MARKETING's operations once in any four-month period during normal business hours and upon ten day's prior written notice, and to supply TM with specimens of all uses of the Licensed Marks upon request. TM shall have no right to inspect the books and records of MARKETING other than those books and records reasonably related to the use of the Licensed Marks by MARKETING in accordance with the terms of this License Agreement, and TM shall maintain all such information in the strictest of confidence. MARKETING shall comply with all applicable laws and regulations, including, but not limited to laws and regulations applicable to the storage and sale of gasoline at Branded Outlets and will obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this License Agreement. TM shall have the right to enter and inspect up to fifteen Branded Outlets in any three-month period, which number, for purposes of clarification, includes Branded Outlets operated by sublicensees of the Licensed Marks. TM shall have the right to receive from MARKETING, upon request and without charge, a reasonable number of samples of products sold by MARKETING as well as labels, promotional materials, advertising materials, sales materials and related materials using any of the Licensed Marks. 6. FORM OF USE A. MARKETING agrees to use the Licensed Marks only in the form, manner and trade dress and with appropriate legends as reasonably prescribed from time to time by TM, 10

and not to use any other trademark, trade name, trade dress, or service mark in combination with any of the Licensed Marks without prior written approval of TM. TM hereby approves of the use of the Licensed Marks in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to TM for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. TM's approval shall not be unreasonably withheld or delayed. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new or revised label; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any new or revised labels, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed labels unacceptable, and MARKETING may resubmit to TM, and TM shall give reasonable consideration to, any amended proposal for such new or revised label. C. If during the term of this Agreement TM owns or obtains the right to use any trademark, service mark or trade name that incorporates the name "Getty" and is associated with the Marketing Business, TM promptly shall give written notice of such new trademark, service mark or trade name to MARKETING, and upon the written request of MARKETING, such trademark, service mark or trade name shall become a Licensed Mark. The royalty rate shall not be increased as a result of the addition of such trademark, service mark or trade name as a Licensed Mark. 11

7. TRADEMARK NOTICES MARKETING will utilize on its products bearing the Licensed Marks, packaging and advertising, whatever lawful notice is reasonably requested in writing by TM in order to protect the Licensed Marks and properly designate TM's legal ownership thereof. Without limiting the foregoing, MARKETING agrees to utilize, where

and not to use any other trademark, trade name, trade dress, or service mark in combination with any of the Licensed Marks without prior written approval of TM. TM hereby approves of the use of the Licensed Marks in combination with other trademarks, trade names, trade dress, or service marks set out in Schedule C. B. MARKETING shall submit to TM for prior approval all new or revised labels that are a material departure from those presently used at least sixty (60) days prior to initiating use of a revised or new label. TM's approval shall not be unreasonably withheld or delayed. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING's intended new or revised label; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any new or revised labels, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed labels unacceptable, and MARKETING may resubmit to TM, and TM shall give reasonable consideration to, any amended proposal for such new or revised label. C. If during the term of this Agreement TM owns or obtains the right to use any trademark, service mark or trade name that incorporates the name "Getty" and is associated with the Marketing Business, TM promptly shall give written notice of such new trademark, service mark or trade name to MARKETING, and upon the written request of MARKETING, such trademark, service mark or trade name shall become a Licensed Mark. The royalty rate shall not be increased as a result of the addition of such trademark, service mark or trade name as a Licensed Mark. 11

7. TRADEMARK NOTICES MARKETING will utilize on its products bearing the Licensed Marks, packaging and advertising, whatever lawful notice is reasonably requested in writing by TM in order to protect the Licensed Marks and properly designate TM's legal ownership thereof. Without limiting the foregoing, MARKETING agrees to utilize, where commercially practicable, a notice sufficient to indicate that each of the utilized Licensed Marks is a registered trademark of TM. If TM does not request a particular trademark notice, MARKETING shall utilize such notice as in the opinion of its counsel is appropriate in order to protect the Licensed Marks and properly designate TM's legal ownership thereof and the fact of registration thereof. However, MARKETING shall advise TM of each such intended notice, and make any changes thereto reasonably requested by TM. 8. APPROVAL AND PROTECTION OF THE LICENSED MARKS In discharging their respective rights and obligations with respect to Paragraphs 4, 5, 6, or 7 above, the parties shall be guided by the following consideration: The parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks including, without limitation, the indiscriminate proliferation of uses of the Licensed Marks which would cause any of the Licensed Marks to lose significance as a source of origin. If there is any dispute as to either party's obligations with respect to Paragraphs 4, 5, 6, or 7 above, or the application thereof, the parties shall promptly consult to resolve the matter. If the parties cannot resolve the matter, the dispute shall be submitted to arbitration in accordance with Paragraph 15 below and the arbitrator in that case shall be guided by the same considerations described above in this Paragraph 8. 12

9. CONFLICTING TRADEMARKS MARKETING will not at any time adopt or use, without TM's prior written consent, any word, mark, or designation which is similar or likely to be confused with any of the Licensed Marks. 10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE

7. TRADEMARK NOTICES MARKETING will utilize on its products bearing the Licensed Marks, packaging and advertising, whatever lawful notice is reasonably requested in writing by TM in order to protect the Licensed Marks and properly designate TM's legal ownership thereof. Without limiting the foregoing, MARKETING agrees to utilize, where commercially practicable, a notice sufficient to indicate that each of the utilized Licensed Marks is a registered trademark of TM. If TM does not request a particular trademark notice, MARKETING shall utilize such notice as in the opinion of its counsel is appropriate in order to protect the Licensed Marks and properly designate TM's legal ownership thereof and the fact of registration thereof. However, MARKETING shall advise TM of each such intended notice, and make any changes thereto reasonably requested by TM. 8. APPROVAL AND PROTECTION OF THE LICENSED MARKS In discharging their respective rights and obligations with respect to Paragraphs 4, 5, 6, or 7 above, the parties shall be guided by the following consideration: The parties shall not knowingly take any action which would materially tarnish the image or cause a material adverse impact on the value of the Licensed Marks including, without limitation, the indiscriminate proliferation of uses of the Licensed Marks which would cause any of the Licensed Marks to lose significance as a source of origin. If there is any dispute as to either party's obligations with respect to Paragraphs 4, 5, 6, or 7 above, or the application thereof, the parties shall promptly consult to resolve the matter. If the parties cannot resolve the matter, the dispute shall be submitted to arbitration in accordance with Paragraph 15 below and the arbitrator in that case shall be guided by the same considerations described above in this Paragraph 8. 12

9. CONFLICTING TRADEMARKS MARKETING will not at any time adopt or use, without TM's prior written consent, any word, mark, or designation which is similar or likely to be confused with any of the Licensed Marks. 10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE A. The parties agree to cooperate in the execution and delivery, from time to time, throughout the term of this License Agreement, of any documents that may be reasonably required or desirable to effectuate and carry out the purpose and intent of this License Agreement. Such documents shall include instruments required to file, renew, protect, perfect and/or maintain the Licensed Marks and TM's ownership therein, or to provide for the granting of any license hereunder. Without limiting the generality of the foregoing, TM shall enter MARKETING or its local designee or cause MARKETING or its local designee to be entered as a registered user of the Licensed Marks wherever necessary or desirable, and MARKETING and/or its local designee shall, upon written request, execute such registered user agreements. B. Except as provided in Paragraph 11B below with respect to infringement of the Licensed Marks by third parties, TM shall take such action as is reasonably required or desirable to obtain and maintain appropriate protection of the Licensed Marks applicable to MARKETING's business. Except as provided in Paragraph 11B below, with respect to infringement of the Licensed Marks by third parties, TM shall bear the full cost of all trademark filings, renewals, registered user entries and actions to protect, perfect or maintain the Licensed Marks applicable to the Marketing Business, including the attorney's and local agent's fees, taxes, government filing and other fees. 13

11. INFRINGEMENT AND OTHER ACTIONS A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed Mark infringes the trademark or trade name rights of such third

9. CONFLICTING TRADEMARKS MARKETING will not at any time adopt or use, without TM's prior written consent, any word, mark, or designation which is similar or likely to be confused with any of the Licensed Marks. 10. FUTURE DOCUMENTS, RECORDING AND TRADEMARK MAINTENANCE A. The parties agree to cooperate in the execution and delivery, from time to time, throughout the term of this License Agreement, of any documents that may be reasonably required or desirable to effectuate and carry out the purpose and intent of this License Agreement. Such documents shall include instruments required to file, renew, protect, perfect and/or maintain the Licensed Marks and TM's ownership therein, or to provide for the granting of any license hereunder. Without limiting the generality of the foregoing, TM shall enter MARKETING or its local designee or cause MARKETING or its local designee to be entered as a registered user of the Licensed Marks wherever necessary or desirable, and MARKETING and/or its local designee shall, upon written request, execute such registered user agreements. B. Except as provided in Paragraph 11B below with respect to infringement of the Licensed Marks by third parties, TM shall take such action as is reasonably required or desirable to obtain and maintain appropriate protection of the Licensed Marks applicable to MARKETING's business. Except as provided in Paragraph 11B below, with respect to infringement of the Licensed Marks by third parties, TM shall bear the full cost of all trademark filings, renewals, registered user entries and actions to protect, perfect or maintain the Licensed Marks applicable to the Marketing Business, including the attorney's and local agent's fees, taxes, government filing and other fees. 13

11. INFRINGEMENT AND OTHER ACTIONS A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed Mark infringes the trademark or trade name rights of such third party, or (iii) in which the revocation, cancellation or declaration of invalidity of any of the Licensed Marks is sought. TM and MARKETING shall consult with respect to each such claim, action, or proceeding, the assertion of counterclaims thereto and the settlement thereof and shall jointly defend, in the name of TM and/or in the name of MARKETING, each such action or proceeding that is commenced. If an action or proceeding brought by a third party concerns the registrations and/or products of both TM and MARKETING, both TM and MARKETING shall be responsible for their pro rata share of legal expenses incurred in defending such action or proceeding, said pro rata share to be determined by the proportion of products and/or registrations at issue in the third party action or proceeding. If there is a disagreement as to the appropriate pro rata share of legal expenses to be borne by each party, the matter shall be submitted to arbitration in accordance with Paragraph 15 below. If the claim or action concerns only products (other than claims pertaining to the Licensed Marks) and/or registrations of MARKETING, MARKETING shall bear all legal expenses incurred in defending such actions and proceedings and bear all damages and costs, if any, recovered by the third party. B. TM and MARKETING will each undertake commercially reasonable efforts to learn of any unauthorized uses of the Licensed Marks. Promptly upon receiving notice or knowledge thereof, the parties shall notify each other of any infringement or other violation by a third party of any of the Licensed Marks. TM and MARKETING shall consult with respect to any such infringement, and any action or proceeding, including opposition and cancellation 14

actions, that may be brought against such infringement. TM shall exercise its discretion with respect to taking appropriate action including the bringing of actions at TM's expense in the name of TM and/or MARKETING, but shall not be obligated to take any action or institute any proceedings. If such action or proceeding is commenced by TM, it shall promptly notify MARKETING and MARKETING shall cooperate, including the defense of counterclaims, and TM shall bear the expenses of MARKETING except for fees charged by any

11. INFRINGEMENT AND OTHER ACTIONS A. The parties shall promptly notify each other of any claim that is asserted, and of any action or proceeding that is threatened or commenced, in which a third party (i) challenges MARKETING's right to use any of the Licensed Marks, (ii) alleges that any Licensed Mark infringes the trademark or trade name rights of such third party, or (iii) in which the revocation, cancellation or declaration of invalidity of any of the Licensed Marks is sought. TM and MARKETING shall consult with respect to each such claim, action, or proceeding, the assertion of counterclaims thereto and the settlement thereof and shall jointly defend, in the name of TM and/or in the name of MARKETING, each such action or proceeding that is commenced. If an action or proceeding brought by a third party concerns the registrations and/or products of both TM and MARKETING, both TM and MARKETING shall be responsible for their pro rata share of legal expenses incurred in defending such action or proceeding, said pro rata share to be determined by the proportion of products and/or registrations at issue in the third party action or proceeding. If there is a disagreement as to the appropriate pro rata share of legal expenses to be borne by each party, the matter shall be submitted to arbitration in accordance with Paragraph 15 below. If the claim or action concerns only products (other than claims pertaining to the Licensed Marks) and/or registrations of MARKETING, MARKETING shall bear all legal expenses incurred in defending such actions and proceedings and bear all damages and costs, if any, recovered by the third party. B. TM and MARKETING will each undertake commercially reasonable efforts to learn of any unauthorized uses of the Licensed Marks. Promptly upon receiving notice or knowledge thereof, the parties shall notify each other of any infringement or other violation by a third party of any of the Licensed Marks. TM and MARKETING shall consult with respect to any such infringement, and any action or proceeding, including opposition and cancellation 14

actions, that may be brought against such infringement. TM shall exercise its discretion with respect to taking appropriate action including the bringing of actions at TM's expense in the name of TM and/or MARKETING, but shall not be obligated to take any action or institute any proceedings. If such action or proceeding is commenced by TM, it shall promptly notify MARKETING and MARKETING shall cooperate, including the defense of counterclaims, and TM shall bear the expenses of MARKETING except for fees charged by any attorneys retained solely by MARKETING in connection with such cooperation. MARKETING shall be given an opportunity to participate with counsel of its choice bearing its own legal and other costs. In the event that TM determines not to commence such action or proceeding at its expense, it shall promptly notify MARKETING. MARKETING may then, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks, provided however, that MARKETING must obtain the prior written approval of TM regarding commencement of such action, such consent not to be unreasonably withheld. The foregoing notwithstanding, in the event of any unauthorized use of the Licensed Marks by one of MARKETING'S sublicensees, MARKETING shall undertake efforts to cause the unauthorized use to stop. In the event those efforts are unsuccessful, MARKETING shall, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks with respect to such unauthorized use. TM shall cooperate with MARKETING in any such proceeding or action, including the defense of any counterclaims, and MARKETING shall bear the expenses of TM, except for fees charged by any attorneys retained solely by TM in connection with such cooperation. TM may, if not a party, join in, with counsel of its own choice, bearing its own legal and other costs. The party bringing any action or proceeding under this sub-paragraph (B) shall keep the other party informed of the proceedings and give the other 15

party an opportunity to participate in any settlements, but the final decision whether to settle the action or proceeding shall be made by the party bringing the action or proceeding, subject to the approval of TM (if not a party), such approval not to be unreasonably withheld. If within ten (10) business days or such shorter time period as shall be reasonably practicable under the circumstances TM does not approve a proposed settlement recommended by MARKETING in good faith, TM shall be deemed to have taken over responsibility for the action or proceeding, including subsequent legal fees, awards against TM or MARKETING and expenses relating thereto. No settlement by either party shall bind the other to make any payment or suffer any loss of

actions, that may be brought against such infringement. TM shall exercise its discretion with respect to taking appropriate action including the bringing of actions at TM's expense in the name of TM and/or MARKETING, but shall not be obligated to take any action or institute any proceedings. If such action or proceeding is commenced by TM, it shall promptly notify MARKETING and MARKETING shall cooperate, including the defense of counterclaims, and TM shall bear the expenses of MARKETING except for fees charged by any attorneys retained solely by MARKETING in connection with such cooperation. MARKETING shall be given an opportunity to participate with counsel of its choice bearing its own legal and other costs. In the event that TM determines not to commence such action or proceeding at its expense, it shall promptly notify MARKETING. MARKETING may then, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks, provided however, that MARKETING must obtain the prior written approval of TM regarding commencement of such action, such consent not to be unreasonably withheld. The foregoing notwithstanding, in the event of any unauthorized use of the Licensed Marks by one of MARKETING'S sublicensees, MARKETING shall undertake efforts to cause the unauthorized use to stop. In the event those efforts are unsuccessful, MARKETING shall, at its expense, initiate such action or proceedings in its capacity as a licensee of such Licensed Marks with respect to such unauthorized use. TM shall cooperate with MARKETING in any such proceeding or action, including the defense of any counterclaims, and MARKETING shall bear the expenses of TM, except for fees charged by any attorneys retained solely by TM in connection with such cooperation. TM may, if not a party, join in, with counsel of its own choice, bearing its own legal and other costs. The party bringing any action or proceeding under this sub-paragraph (B) shall keep the other party informed of the proceedings and give the other 15

party an opportunity to participate in any settlements, but the final decision whether to settle the action or proceeding shall be made by the party bringing the action or proceeding, subject to the approval of TM (if not a party), such approval not to be unreasonably withheld. If within ten (10) business days or such shorter time period as shall be reasonably practicable under the circumstances TM does not approve a proposed settlement recommended by MARKETING in good faith, TM shall be deemed to have taken over responsibility for the action or proceeding, including subsequent legal fees, awards against TM or MARKETING and expenses relating thereto. No settlement by either party shall bind the other to make any payment or suffer any loss of existing or future rights without such other party's consent, which shall not be unreasonably withheld. Any recovery in such action or proceeding shall be applied first to reimburse the party or parties for its or their legal expenses in maintaining such action or proceeding. The excess shall belong to the party maintaining the action or proceeding at the time such recovery is awarded. If the action is brought jointly and the recovery is not sufficient to reimburse TM and MARKETING for their legal expenses in such action, the unreimbursed portion of such legal expenses shall be borne equally by each party. 12. TERM This License Agreement shall continue in force and effect until fifteen years from the effective date of this License Agreement unless sooner terminated as provided for herein. This License Agreement shall be automatically renewed when and to the extent that the Master Lease is extended. All extended terms of this License Agreement shall be coterminous with the Master Lease. 13. TERMINATION AND BREACH This License Agreement shall be terminated upon (a) the voluntary filing by MARKETING of a bankruptcy petition or an involuntary bankruptcy proceeding having been 16

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. TM shall have the right to terminate this License Agreement upon (a) a Material Monetary Default or (b) the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been

party an opportunity to participate in any settlements, but the final decision whether to settle the action or proceeding shall be made by the party bringing the action or proceeding, subject to the approval of TM (if not a party), such approval not to be unreasonably withheld. If within ten (10) business days or such shorter time period as shall be reasonably practicable under the circumstances TM does not approve a proposed settlement recommended by MARKETING in good faith, TM shall be deemed to have taken over responsibility for the action or proceeding, including subsequent legal fees, awards against TM or MARKETING and expenses relating thereto. No settlement by either party shall bind the other to make any payment or suffer any loss of existing or future rights without such other party's consent, which shall not be unreasonably withheld. Any recovery in such action or proceeding shall be applied first to reimburse the party or parties for its or their legal expenses in maintaining such action or proceeding. The excess shall belong to the party maintaining the action or proceeding at the time such recovery is awarded. If the action is brought jointly and the recovery is not sufficient to reimburse TM and MARKETING for their legal expenses in such action, the unreimbursed portion of such legal expenses shall be borne equally by each party. 12. TERM This License Agreement shall continue in force and effect until fifteen years from the effective date of this License Agreement unless sooner terminated as provided for herein. This License Agreement shall be automatically renewed when and to the extent that the Master Lease is extended. All extended terms of this License Agreement shall be coterminous with the Master Lease. 13. TERMINATION AND BREACH This License Agreement shall be terminated upon (a) the voluntary filing by MARKETING of a bankruptcy petition or an involuntary bankruptcy proceeding having been 16

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. TM shall have the right to terminate this License Agreement upon (a) a Material Monetary Default or (b) the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING within one year of such determination or within thirty (30) days of such determination if the breach giving rise to such Material Non-Monetary Default constitutes commingling as described in Section 1 of Schedule B attached hereto. TM's only remedy with respect to breaches by MARKETING other than Material Monetary Defaults and Material Non-Monetary Defaults shall be to seek damages or injunctive relief. In the event of any breach or threatened breach of this License Agreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. 14. EFFECT OF TERMINATION Upon termination of this License Agreement, MARKETING agrees (a) to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from its corporate or business name; (b) to cooperate with TM or its 17

appointed agent to apply to the appropriate authorities to cancel any recording of this License Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials

commenced and not stayed or terminated within 120 days of such commencement or (b) the termination of the Master Lease in accordance with its terms. TM shall have the right to terminate this License Agreement upon (a) a Material Monetary Default or (b) the determination that a Material Non-Monetary Default has occurred, as provided in this Paragraph 13, and such Material Non-Monetary Default has not been cured by MARKETING within one year of such determination or within thirty (30) days of such determination if the breach giving rise to such Material Non-Monetary Default constitutes commingling as described in Section 1 of Schedule B attached hereto. TM's only remedy with respect to breaches by MARKETING other than Material Monetary Defaults and Material Non-Monetary Defaults shall be to seek damages or injunctive relief. In the event of any breach or threatened breach of this License Agreement or a claimed Material Non-Monetary Default, notice shall be given and the parties shall promptly consult in good faith to cure such breach, with the party at fault being given an adequate period of time to remedy the matter. If such breach or claimed Material Non-Monetary Default is not cured within sixty (60) days of the notice, the matter may be submitted to arbitration in accordance with Paragraph 15 below, which may include a determination whether a material breach or Material Non-Monetary Default, as the case may be, has occurred and/or been cured. In the event the arbitrator determines that a material breach has occurred, the arbitrator shall not be authorized to terminate this License Agreement but shall be authorized to issue any other order or award any other relief deemed appropriate, including, without limitation, injunctive relief. 14. EFFECT OF TERMINATION Upon termination of this License Agreement, MARKETING agrees (a) to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from its corporate or business name; (b) to cooperate with TM or its 17

appointed agent to apply to the appropriate authorities to cancel any recording of this License Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials and signs bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks and the good will connected therewith shall remain the property of TM; (e) to cause all sublicenses to terminate and (f) to use reasonable best efforts to cause all sublicensees to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from their respective business names, if applicable. Notwithstanding the foregoing, MARKETING and its sublicensees may continue to sell all goods bearing any of the Licensed Marks on packaging in inventory at the time this License Agreement is terminated for a period of 30 days, and MARKETING shall continue to pay to TM any royalty fees that become due and payable pursuant to Paragraph 2B herein. 15. ARBITRATION Any controversy or claim arising out of, or relating to this License Agreement or its interpretation, performance or nonperformance or any breach thereof, which the parties are unable to resolve between themselves, shall first be submitted to a single arbitrator who shall be knowledgeable in marketing and trademark matters. The arbitrator shall be mutually appointed by the parties, and shall not be bound by rules of the American Arbitration Association, but shall adopt such procedures as shall appear appropriate to expedite decision making, in order that disputes may be resolved within commercially reasonable time periods. If the parties cannot agree on the selection of the arbitrator, the arbitrator shall be selected by The American Arbitration Association. Each party shall bear its own costs in any such proceeding. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. 18

16. REPRESENTATIONS AND WARRANTIES TM hereby represents and warrants to Marketing that: (a) TM has title to the Licensed Marks in the Licensed Territory free and clear of any liens and encumbrances; (b) to TM's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) TM has the right,

appointed agent to apply to the appropriate authorities to cancel any recording of this License Agreement from all government records; (c) to use reasonable best efforts to destroy or cause the destruction of all printed materials and signs bearing any of the Licensed Marks; (d) that all rights in the Licensed Marks and the good will connected therewith shall remain the property of TM; (e) to cause all sublicenses to terminate and (f) to use reasonable best efforts to cause all sublicensees to immediately discontinue all use of the Licensed Marks and any term confusingly similar thereto, and to delete the same from their respective business names, if applicable. Notwithstanding the foregoing, MARKETING and its sublicensees may continue to sell all goods bearing any of the Licensed Marks on packaging in inventory at the time this License Agreement is terminated for a period of 30 days, and MARKETING shall continue to pay to TM any royalty fees that become due and payable pursuant to Paragraph 2B herein. 15. ARBITRATION Any controversy or claim arising out of, or relating to this License Agreement or its interpretation, performance or nonperformance or any breach thereof, which the parties are unable to resolve between themselves, shall first be submitted to a single arbitrator who shall be knowledgeable in marketing and trademark matters. The arbitrator shall be mutually appointed by the parties, and shall not be bound by rules of the American Arbitration Association, but shall adopt such procedures as shall appear appropriate to expedite decision making, in order that disputes may be resolved within commercially reasonable time periods. If the parties cannot agree on the selection of the arbitrator, the arbitrator shall be selected by The American Arbitration Association. Each party shall bear its own costs in any such proceeding. The decision of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. 18

16. REPRESENTATIONS AND WARRANTIES TM hereby represents and warrants to Marketing that: (a) TM has title to the Licensed Marks in the Licensed Territory free and clear of any liens and encumbrances; (b) to TM's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) TM has the right, power and authority to enter into this License Agreement and to perform all of TM's obligations hereunder; (d) TM has not granted to any third party a license for the Licensed Property that would conflict with the rights granted to MARKETING hereunder; and (e) to TM's knowledge the Licensed Marks are the only trademarks, service marks or trade names that incorporate the name "Getty" in the Marketing Business. 17. GENERAL PROVISIONS A. Assignability: This license may be assigned by either party to the successor in interest or assignee of substantially all of its business or assets, or the surviving party of any merger or consolidation to which it is a party provided that the assignee of any assignment assumes all the assignor's obligations hereunder. Without the prior written consent of TM, MARKETING shall be permitted to assign this License Agreement to any majorityowned subsidiary of MARKETING or a wholly-owned subsidiary of Lukoil Americas Corporation, provided that the Master Lease is also assigned to any such subsidiary. Apart from any assignment permissible under the preceding sentences of this Paragraph 16A, MARKETING may not otherwise, assign the license granted herein or the obligations undertaken herein without the prior written consent of TM, which consent shall not be unreasonably withheld or delayed. B. Notices: Any notice, approval, consent or other communication required or permitted hereunder shall be in writing and shall be given by personal delivery or telecopy, with acknowledgement of receipt, or by prepaid registered mail, return receipt requested, 19

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

16. REPRESENTATIONS AND WARRANTIES TM hereby represents and warrants to Marketing that: (a) TM has title to the Licensed Marks in the Licensed Territory free and clear of any liens and encumbrances; (b) to TM's knowledge, the Licensed Marks do not infringe any trademark or other proprietary or intellectual property right of any third party; (c) TM has the right, power and authority to enter into this License Agreement and to perform all of TM's obligations hereunder; (d) TM has not granted to any third party a license for the Licensed Property that would conflict with the rights granted to MARKETING hereunder; and (e) to TM's knowledge the Licensed Marks are the only trademarks, service marks or trade names that incorporate the name "Getty" in the Marketing Business. 17. GENERAL PROVISIONS A. Assignability: This license may be assigned by either party to the successor in interest or assignee of substantially all of its business or assets, or the surviving party of any merger or consolidation to which it is a party provided that the assignee of any assignment assumes all the assignor's obligations hereunder. Without the prior written consent of TM, MARKETING shall be permitted to assign this License Agreement to any majorityowned subsidiary of MARKETING or a wholly-owned subsidiary of Lukoil Americas Corporation, provided that the Master Lease is also assigned to any such subsidiary. Apart from any assignment permissible under the preceding sentences of this Paragraph 16A, MARKETING may not otherwise, assign the license granted herein or the obligations undertaken herein without the prior written consent of TM, which consent shall not be unreasonably withheld or delayed. B. Notices: Any notice, approval, consent or other communication required or permitted hereunder shall be in writing and shall be given by personal delivery or telecopy, with acknowledgement of receipt, or by prepaid registered mail, return receipt requested, 19

addressed to the party at its address first above written, to the attention of its General Counsel, or to any other address that either party may subsequently designate, by notice in accordance with this paragraph. Notices and other communications hereunder shall be deemed effective one (1) day after dispatch, if personally delivered or telecopied, and three (3) days after dispatch, if posted, subject to proof of delivery. C. Waiver: The waiver by any party of a breach or default of any provision of this License Agreement by the other party shall not constitute a waiver by such party of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder, operate as a waiver of any such right, power or privilege by such party. D. Governing Law: This License Agreement shall be governed by, subject to and construed under the laws of the State of New York. E. Unenforceability: In the event that any term, clause or provision of this License Agreement shall be construed to be or adjudged invalid, void or unenforceable, such term, clause or provision shall be construed as severed from this License Agreement, and the remaining terms, clauses and provisions shall remain in effect. F. Association: The parties, by this License Agreement, do not intend to create a partnership, principal/agent, master/servant, franchisor/franchisee, or joint venture relationship, and nothing in this License Agreement shall be construed as creating such a relationship between the parties. The parties agree that this License Agreement does not create any franchise relationship between them that is subject to the provisions of the Petroleum Marketing Practices Act or any similar state or local government law. 20

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

addressed to the party at its address first above written, to the attention of its General Counsel, or to any other address that either party may subsequently designate, by notice in accordance with this paragraph. Notices and other communications hereunder shall be deemed effective one (1) day after dispatch, if personally delivered or telecopied, and three (3) days after dispatch, if posted, subject to proof of delivery. C. Waiver: The waiver by any party of a breach or default of any provision of this License Agreement by the other party shall not constitute a waiver by such party of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder, operate as a waiver of any such right, power or privilege by such party. D. Governing Law: This License Agreement shall be governed by, subject to and construed under the laws of the State of New York. E. Unenforceability: In the event that any term, clause or provision of this License Agreement shall be construed to be or adjudged invalid, void or unenforceable, such term, clause or provision shall be construed as severed from this License Agreement, and the remaining terms, clauses and provisions shall remain in effect. F. Association: The parties, by this License Agreement, do not intend to create a partnership, principal/agent, master/servant, franchisor/franchisee, or joint venture relationship, and nothing in this License Agreement shall be construed as creating such a relationship between the parties. The parties agree that this License Agreement does not create any franchise relationship between them that is subject to the provisions of the Petroleum Marketing Practices Act or any similar state or local government law. 20

G. Counterparts: This License Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. 21

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of the day and year first above written. GETTY TM CORP.
By: /s/ John Fitteron -------------------------------------------Name: John Fitteron Title: Senior Vice President

GETTY PETROLEUM MARKETING INC.
By: /s/ Leo Liebowitz -------------------------------------------Name: Leo Liebowitz Title: Chairman and Chief Executive Officer

22

ENVIRONMENTAL INDEMNITY AGREEMENT This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules attached hereto, this "Indemnity Agreement"), effective as of the Restatement Effective Date, is made and entered into as

G. Counterparts: This License Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. 21

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of the day and year first above written. GETTY TM CORP.
By: /s/ John Fitteron -------------------------------------------Name: John Fitteron Title: Senior Vice President

GETTY PETROLEUM MARKETING INC.
By: /s/ Leo Liebowitz -------------------------------------------Name: Leo Liebowitz Title: Chairman and Chief Executive Officer

22

ENVIRONMENTAL INDEMNITY AGREEMENT This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules attached hereto, this "Indemnity Agreement"), effective as of the Restatement Effective Date, is made and entered into as of November 2, 2000 between Getty Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike, Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further defined hereinafter, "Landlord"), and Getty Petroleum Marketing Inc., a Maryland corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as further defined hereinafter, "Tenant") (together referred to as the "Parties"). RECITALS A. Contemporaneously with this Indemnity Agreement, the Parties are executing that certain Consolidated, Amended and Restated Master Lease (the "Restated Master Lease") and related documents, pursuant to which Landlord leased to Tenant certain lands and subleased or sub-subleased to Tenant certain other lands, together with all right, title and interest of Landlord, if any, in and to certain improvements and appurtenances (together, the "Premises"). B. Landlord and Tenant desire to allocate risks associated with certain liabilities, potential liabilities and responsibilities regarding the environmental condition of certain of the Properties. NOW, THEREFORE, in exchange for good and valuable consideration and of the mutual covenants and agreements contained herein, and as a further inducement to enter the Restated Master Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION I. DEFINITIONS. 1. Any term not otherwise defined herein shall have the meaning assigned to such term in the Restated Master Lease. For purposes of this Indemnity Agreement, the following term shall have the following meaning.

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of the day and year first above written. GETTY TM CORP.
By: /s/ John Fitteron -------------------------------------------Name: John Fitteron Title: Senior Vice President

GETTY PETROLEUM MARKETING INC.
By: /s/ Leo Liebowitz -------------------------------------------Name: Leo Liebowitz Title: Chairman and Chief Executive Officer

22

ENVIRONMENTAL INDEMNITY AGREEMENT This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules attached hereto, this "Indemnity Agreement"), effective as of the Restatement Effective Date, is made and entered into as of November 2, 2000 between Getty Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike, Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further defined hereinafter, "Landlord"), and Getty Petroleum Marketing Inc., a Maryland corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as further defined hereinafter, "Tenant") (together referred to as the "Parties"). RECITALS A. Contemporaneously with this Indemnity Agreement, the Parties are executing that certain Consolidated, Amended and Restated Master Lease (the "Restated Master Lease") and related documents, pursuant to which Landlord leased to Tenant certain lands and subleased or sub-subleased to Tenant certain other lands, together with all right, title and interest of Landlord, if any, in and to certain improvements and appurtenances (together, the "Premises"). B. Landlord and Tenant desire to allocate risks associated with certain liabilities, potential liabilities and responsibilities regarding the environmental condition of certain of the Properties. NOW, THEREFORE, in exchange for good and valuable consideration and of the mutual covenants and agreements contained herein, and as a further inducement to enter the Restated Master Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION I. DEFINITIONS. 1. Any term not otherwise defined herein shall have the meaning assigned to such term in the Restated Master Lease. For purposes of this Indemnity Agreement, the following term shall have the following meaning. a. "Highspire Petroleum Terminal Property" shall mean, for purposes of this Indemnity Agreement, any and all land and Improvements at the Highspire Petroleum Terminal, 911 South Eisenhower, Middletown, Pennsylvania, except for the land and Improvements that constitute the terminal loading rack at which Tenant has rights to obtain fuel through operation of a cardlock or similar access system. SECTION II. LANDLORD'S REPRESENTATIONS AND WARRANTIES.

ENVIRONMENTAL INDEMNITY AGREEMENT This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules attached hereto, this "Indemnity Agreement"), effective as of the Restatement Effective Date, is made and entered into as of November 2, 2000 between Getty Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike, Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further defined hereinafter, "Landlord"), and Getty Petroleum Marketing Inc., a Maryland corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as further defined hereinafter, "Tenant") (together referred to as the "Parties"). RECITALS A. Contemporaneously with this Indemnity Agreement, the Parties are executing that certain Consolidated, Amended and Restated Master Lease (the "Restated Master Lease") and related documents, pursuant to which Landlord leased to Tenant certain lands and subleased or sub-subleased to Tenant certain other lands, together with all right, title and interest of Landlord, if any, in and to certain improvements and appurtenances (together, the "Premises"). B. Landlord and Tenant desire to allocate risks associated with certain liabilities, potential liabilities and responsibilities regarding the environmental condition of certain of the Properties. NOW, THEREFORE, in exchange for good and valuable consideration and of the mutual covenants and agreements contained herein, and as a further inducement to enter the Restated Master Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION I. DEFINITIONS. 1. Any term not otherwise defined herein shall have the meaning assigned to such term in the Restated Master Lease. For purposes of this Indemnity Agreement, the following term shall have the following meaning. a. "Highspire Petroleum Terminal Property" shall mean, for purposes of this Indemnity Agreement, any and all land and Improvements at the Highspire Petroleum Terminal, 911 South Eisenhower, Middletown, Pennsylvania, except for the land and Improvements that constitute the terminal loading rack at which Tenant has rights to obtain fuel through operation of a cardlock or similar access system. SECTION II. LANDLORD'S REPRESENTATIONS AND WARRANTIES. 1. Landlord represents and warrants to Tenant that, to the knowledge of Landlord, as of the date hereof, except for (i) those Service Station Properties listed on Exhibits D and E to the 1997 Master Lease, Schedules 2 and 3 and Exhibit C to the Restated Master Lease, and Schedule 12 and Schedule Z hereto, (ii) those Service Station Properties and Petroleum Terminal Properties listed on Schedule 7A and Schedule 7B to that certain Informational Side Letter of even date herewith between the parties hereto and on Schedule 3.1(r)(ii) to the Merger Agreement, and

(iii) those Service Station Properties and Petroleum Terminal Properties set forth in the July 31, 2000 Project Summary Binders: a. There are no material permits, licenses or other authorizations for which Landlord is responsible that are required with respect to the business, operations, assets or current uses of the Service Station Properties or Petroleum Terminal Properties under applicable Environmental Laws that have not been obtained and complied with and are not otherwise in full force and effect. b. Except as authorized by the permits, licenses or Environmental Law: (i) no Hazardous Substances are located on the Service Station Properties or Petroleum Terminal Properties, nor have Hazardous Substances been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited, stored, discharged, refined, dumped, disposed, or released on, under or about any part of the Service Station

(iii) those Service Station Properties and Petroleum Terminal Properties set forth in the July 31, 2000 Project Summary Binders: a. There are no material permits, licenses or other authorizations for which Landlord is responsible that are required with respect to the business, operations, assets or current uses of the Service Station Properties or Petroleum Terminal Properties under applicable Environmental Laws that have not been obtained and complied with and are not otherwise in full force and effect. b. Except as authorized by the permits, licenses or Environmental Law: (i) no Hazardous Substances are located on the Service Station Properties or Petroleum Terminal Properties, nor have Hazardous Substances been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited, stored, discharged, refined, dumped, disposed, or released on, under or about any part of the Service Station Properties or Petroleum Terminal Properties by Landlord or any previous owner, tenant, occupant, or user of the Premises except as set forth on Schedule 3 to the Restated Master Lease; and (ii) no Hazardous Substances have migrated from or to the Service Station Properties or Petroleum Terminal Properties upon, under or about other properties in violation of any Environmental Laws. c. Landlord has not received, and is not aware that there is proposed or threatened, with respect to the Service Station Properties or Petroleum Terminal Properties any written notice, demand, request for information, Claim (as hereinafter defined), proceeding, citation, complaint, summons, investigation, order, agreement or litigation alleging violation of Environmental Laws on the Service Station Properties or Petroleum Terminal Properties, or alleging the suspected presence or release of Hazardous Substances thereon, for which Landlord (or Tenant after the Restatement Effective Date) may be liable. d. None of the Service Station Properties or Petroleum Terminal Properties are or have been listed on the National Priorities List, or any other list, schedule, law, inventory or record of hazardous or solid waste sites maintained by any federal, state or local agency, and Landlord has not been designated as a "potentially responsible party" with respect to any such sites. e. Landlord has reported to the applicable Government, to the extent required by the Environmental Laws, any matter required to be reported by Landlord under such Environmental Laws. SECTION III. PETROLEUM TERMINAL PROPERTIES. 1. In the event that one or more of the owned Petroleum Terminal Properties set forth on Schedule Y hereto is not in compliance in any respect with any Environmental Law(s) as in effect as of the Restatement Effective Date or if there are conditions existing at any Petroleum Terminal Property as of the Restatement Effective Date that Tenant addresses to ensure continuing compliance, or to mitigate the cost of continuing compliance, with such Environmental Laws or to 2

mitigate the potential for future non-compliance with such Environmental Laws, Tenant and Landlord shall share the actual, out-of-pocket costs and expenses related to the Remediation and other compliance-related activities (any such Remediation and other compliance-related activities being referred to herein as the "Preexisting Condition Terminal Compliance") (Liabilities associated with any Remediation activities at the Newark Petroleum Terminal Property related to or arising from the Industrial Sites Recovery Act ("ISRA") shall not be considered Preexisting Condition Terminal Compliance, but shall be addressed by Subsection 4 below) as follows: a. First, Tenant shall pay all costs and expenses incurred in connection with such Preexisting Condition Terminal Compliance until the amount so incurred with respect thereto equals $1,500,000 in aggregate. b. Second, Landlord and Tenant shall share equally the next $8,500,000 of such costs and expenses incurred in connection with such Preexisting Condition Terminal Compliance until the amount so incurred with respect thereto equals $10,000,000 in aggregate. c. Third, to the extent that such costs and expenses incurred in connection with such Preexisting Condition

mitigate the potential for future non-compliance with such Environmental Laws, Tenant and Landlord shall share the actual, out-of-pocket costs and expenses related to the Remediation and other compliance-related activities (any such Remediation and other compliance-related activities being referred to herein as the "Preexisting Condition Terminal Compliance") (Liabilities associated with any Remediation activities at the Newark Petroleum Terminal Property related to or arising from the Industrial Sites Recovery Act ("ISRA") shall not be considered Preexisting Condition Terminal Compliance, but shall be addressed by Subsection 4 below) as follows: a. First, Tenant shall pay all costs and expenses incurred in connection with such Preexisting Condition Terminal Compliance until the amount so incurred with respect thereto equals $1,500,000 in aggregate. b. Second, Landlord and Tenant shall share equally the next $8,500,000 of such costs and expenses incurred in connection with such Preexisting Condition Terminal Compliance until the amount so incurred with respect thereto equals $10,000,000 in aggregate. c. Third, to the extent that such costs and expenses incurred in connection with such Preexisting Condition Terminal Compliance exceeds $10,000,000, all such costs and expenses shall be borne by Tenant. d. Notwithstanding the above, Landlord shall be solely responsible for the actual, out-of-pocket costs and expenses related to the Preexisting Condition Terminal Compliance for the Highspire Petroleum Terminal Property. The net effect of the foregoing provisions is that, for Petroleum Terminal Properties other than the Highspire Petroleum Terminal Property, Landlord shall not pay more than $4,250,000 in connection with all Preexisting Condition Terminal Compliance. Until the amount expended with respect to Preexisting Condition Terminal Compliance exceeds $10,000,000, Tenant shall forward to Landlord copies of all invoices and bills received by Tenant in connection with such Preexisting Condition Terminal Compliance and evidence of Tenant's payment therefor. Within forty-five (45) days after receipt of such evidence, Landlord shall, if so required pursuant to this Section III, reimburse Tenant for Landlord's share of the amount paid by Tenant with respect to such invoices and bills. 2. In connection with any proposed Preexisting Condition Terminal Compliance contemplated at a time when the costs and expenses incurred by Tenant for all prior Preexisting Condition Terminal Compliance expenditures exceed $1,500,000 in aggregate (and Landlord shall not have paid its maximum amount), Tenant shall furnish to Landlord plans setting forth the scope of such project and an estimate of the cost thereof, certified by a reputable environmental engineering firm (a "Terminal Expenditure Plan"). a. Landlord shall have thirty (30) days from the receipt of any such Terminal Expenditure Plan either to approve such Terminal Expenditure Plan or provide Tenant with an alternate Terminal Expenditure Plan, certified by a reputable environmental engineering firm, which alternate Terminal Expenditure Plan shall have the same scope as Tenant's Terminal Expenditure Plan but may have a lower cost estimate than that set forth in Tenant's Terminal Expenditure Plan. 3

b. If Landlord fails to approve Tenant's Terminal Expenditure Plan or to provide Tenant with such alternate Terminal Expenditure Plan within such thirty (30) day period, Landlord's approval of such Terminal Expenditure Plan shall be deemed granted. c. In the event that Landlord provides Tenant with an alternate Terminal Expenditure Plan, such Preexisting Condition Terminal Compliance shall be conducted in accordance with such alternate Terminal Expenditure Plan, unless Tenant reasonably disapproves of such Terminal Expenditure Plan within seven (7) days of receipt of the same. d. If Tenant fails to respond to such alternate Terminal Expenditure Plan within such seven (7) day period, then Tenant's approval of such alternate Terminal Expenditure Plan shall be deemed granted. e. If Tenant reasonably disapproves of such alternate Terminal Expenditure Plan and if Landlord and Tenant

b. If Landlord fails to approve Tenant's Terminal Expenditure Plan or to provide Tenant with such alternate Terminal Expenditure Plan within such thirty (30) day period, Landlord's approval of such Terminal Expenditure Plan shall be deemed granted. c. In the event that Landlord provides Tenant with an alternate Terminal Expenditure Plan, such Preexisting Condition Terminal Compliance shall be conducted in accordance with such alternate Terminal Expenditure Plan, unless Tenant reasonably disapproves of such Terminal Expenditure Plan within seven (7) days of receipt of the same. d. If Tenant fails to respond to such alternate Terminal Expenditure Plan within such seven (7) day period, then Tenant's approval of such alternate Terminal Expenditure Plan shall be deemed granted. e. If Tenant reasonably disapproves of such alternate Terminal Expenditure Plan and if Landlord and Tenant cannot thereafter promptly agree on a Terminal Expenditure Plan, such dispute shall be resolved by an arbitration conducted in accordance with the applicable provisions set forth in Exhibit F of the Restated Master Lease. f. Except as provided in Subsection g. below, all Preexisting Condition Terminal Compliance shall be conducted in accordance with the Terminal Expenditure Plan. g. In the event of an imminent and substantial endangerment or when, in the reasonable judgment of Tenant, immediate action is necessary to avoid enforcement activities, or a fine and/or penalty in excess of $1500 per day or $100,000 in the aggregate, by an applicable Government, Tenant may take such action as necessary to respond to the imminent and substantial endangerment or to avoid enforcement by the applicable Government, prior to agreement on a Terminal Expenditure Plan and such action shall not affect in any way Landlord's obligations under this Section. All costs and expenses incurred by Landlord related in any way to the development of an alternate Terminal Expenditure Plan (as contemplated by subsection a, above) or by Tenant and Landlord related in any way to arbitration of a dispute concerning a Terminal Expenditure Plan (as contemplated by subsection e., above) shall not be chargeable as costs and expenditures hereunder. 3. With respect to any Preexisting Condition Terminal Compliance for which Notice has been given in good faith prior to the tenth (10th) anniversary of the Restatement Effective Date, Landlord's obligations hereunder shall survive and continue in full force and effect until completion of the Terminal Expenditure Plan or Landlord's fulfillment of its obligations hereunder, whichever is sooner. Landlord shall have no liability or obligation whatsoever hereunder with respect to any Preexisting Condition Terminal Compliance for which Notice has been received after the tenth (10th) anniversary of the Restatement Effective Date. 4. Landlord shall be solely responsible for any and all liability or obligation at the Newark Petroleum Terminal Property related to or arising from ISRA, except for that liability or obligation under ISRA created or caused by Tenant after the Restatement Effective Date, including but not limited to all liability or obligation related in any way to the Contamination for which Texaco is responsible, or to Contamination discovered as a result of the sampling for 4

which the New Jersey Department of Transportation has given notice and shall hold Tenant harmless for any such liability or obligation. Landlord shall retain and continue to exercise whatever rights it may have to compel a third party to fully discharge any Remediation or other related obligations the third party may have under ISRA, and shall remain solely responsible for any associated actual, out-of-pocket costs and expenses. If Landlord fails to compel such third party to fully discharge any Remediation or other similar obligations under ISRA, Landlord shall be fully responsible for the discharge of such responsibilities. SECTION IV. TENANT'S OBLIGATIONS. 1. Notwithstanding anything to the contrary herein, in the Restated Master Lease, or any other agreement, Tenant

which the New Jersey Department of Transportation has given notice and shall hold Tenant harmless for any such liability or obligation. Landlord shall retain and continue to exercise whatever rights it may have to compel a third party to fully discharge any Remediation or other related obligations the third party may have under ISRA, and shall remain solely responsible for any associated actual, out-of-pocket costs and expenses. If Landlord fails to compel such third party to fully discharge any Remediation or other similar obligations under ISRA, Landlord shall be fully responsible for the discharge of such responsibilities. SECTION IV. TENANT'S OBLIGATIONS. 1. Notwithstanding anything to the contrary herein, in the Restated Master Lease, or any other agreement, Tenant shall have no liability or obligation whatsoever, and Landlord shall indemnify and hold Tenant harmless with respect to any and all allegations, actions, orders, decrees, suits, demands, demand letters, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees (hereinafter "Claims") with respect to a breach of Landlord's representations in Section II, above, as well as: a. The Highspire Petroleum Terminal Property; b. Any Petroleum Terminal Property and Service Station Property closed, sold or otherwise disposed of prior to February 1, 1997 (the "Spinoff Transaction"); c. Service Stations Properties closed, sold or otherwise disposed of after the Spinoff Transaction and before the Restatement Effective Date, except for the Service Station Properties identified on Schedule Z hereto; d. UST Upgrades at the Service Station Properties for which Landlord is responsible pursuant to Section 7.6 of the Restated Master Lease; and e. Remediation activities at the Service Station Properties for which Landlord is responsible pursuant to Section 9 of the Restated Master Lease. 2. Notwithstanding anything to the contrary herein, in the Restated Master Lease, or any other agreement, any condition not in full compliance with any Environmental Law as of the Restatement Effective Date at any Service Station Property or Petroleum Terminal Property shall not operate as a lease default and Tenant shall have no liability or obligation whatsoever to engage in any Remediation or other compliance-related activity with respect to any such non-compliance condition as of the Restatement Effective Date at any such Service Station Property or Petroleum Terminal Property, except when required by a bona fide Claim asserted by an applicable Government or a party other than Landlord or any Landlord affiliate (excluding any Claim relating to any breach of Landlord's representations in Section II, above), provided, however, that at any time, in Tenant's sole discretion, Tenant may engage in any Remediation or other compliance-related activity with respect to any Service Station Property or Petroleum Terminal Property. Landlord shall not take any action (i) reasonably likely to cause an applicable Government or a party other than Landlord to assert a Claim that seeks such Remediation or other compliance-related activity or (ii) to compromise, admit any fact, concede liability or otherwise materially prejudice Tenant's ability to defend any actual or potential Claim. Tenant shall not be deemed to be required by a bona fide Claim to take action if Tenant 5

has a reasonable, good faith basis for asserting a challenge or defense and Tenant is, in fact, diligently challenging or defending against such Claim. So long as Tenant has a reasonable, good faith basis for asserting a challenge or defense and Tenant is, in fact, diligently challenging or defending against such Claim, any condition that is the subject of Tenant's challenge or defense shall not operate as a lease default. 3. Except as set forth in this Indemnity Agreement and in the Restated Master Lease, Landlord shall have no liability to Tenant for any environmental matter related to the Service Station Properties or Petroleum Terminal Properties. SECTION V. LANDLORD'S ADDITIONAL OBLIGATIONS.

has a reasonable, good faith basis for asserting a challenge or defense and Tenant is, in fact, diligently challenging or defending against such Claim. So long as Tenant has a reasonable, good faith basis for asserting a challenge or defense and Tenant is, in fact, diligently challenging or defending against such Claim, any condition that is the subject of Tenant's challenge or defense shall not operate as a lease default. 3. Except as set forth in this Indemnity Agreement and in the Restated Master Lease, Landlord shall have no liability to Tenant for any environmental matter related to the Service Station Properties or Petroleum Terminal Properties. SECTION V. LANDLORD'S ADDITIONAL OBLIGATIONS. 1. LANDLORD'S COOPERATION. Landlord hereby grants Tenant the right to exercise Landlord's rights to compel each third party listed on Schedule 12 hereto to discharge fully any Remediation or other similar obligations that such third party may owe to Landlord pursuant to any purchase and sale or similar agreement for any of those Properties (a "Sale Agreement"). Tenant shall comply with all applicable obligations of Landlord under any Sale Agreement, including, without limitation, Landlord's obligation to provide for and permit access to the Property that is the subject matter of such Sale Agreement by such third party and/or its employees, agents and contractors in the manner set forth in such Sale Agreement. Such third parties shall be solely responsible for fulfilling all Remediation and similar obligations, and Landlord shall under no circumstance have any obligation or liability with respect thereto, except as may be specifically required by Article 9 of the Restated Master Lease. If such rights of Landlord under any such Sale Agreement are not assignable, then Landlord shall cooperate with Tenant (which cooperation may include, without limitation, litigation) as Tenant shall reasonably request, and at Tenant's expense (including, without limitation, Indemnifying Landlord), so as to enforce the performance of such third party obligations under such Sale Agreement. 2. RESTATEMENT EFFECTIVE DATE. Upon the occurrence of the Restatement Effective Date, Landlord shall deliver to Tenant a certificate containing representations as of the Restatement Effective Date substantially identical to those contained in Section II, except that the Exhibits and Schedules referred to in that Section shall, for the purposes of such certificate, contain such modifications or amendments as may be necessary to cause the representations contained in such certificate to be true and correct as of the Restatement Effective Date. In no event, shall the modifications or amendments to the Exhibits and Schedules serve to cure any breach of the representations made on the date hereof. SECTION VI. MISCELLANEOUS PROVISIONS. 1. AMENDMENT AND MODIFICATION. Any amendment or modification to this Indemnity Agreement must be in writing signed by both of the Parties hereto. 2. ASSIGNMENT. This Indemnity Agreement and all of the provisions hereof shall bind and benefit the Parties hereto and their respective successors and permitted assigns. Nothing in this Indemnity Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the Parties hereto, and their respective successors and assigns, any right, 6

remedy, or Claim under or by reason of this Indemnity Agreement or any provision herein contained. Both Parties have the right to assign (and each successive assignee may further assign) their rights under this Indemnity Agreement to any person or entity, which such person or entity by acceptance of such assignment shall be deemed to assume all liabilities, indebtedness and obligations included in the rights assigned. 3. GOVERNING LAW. This Indemnity Agreement and its interpretation and performance shall be governed by and construed and regulated in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 4. COUNTERPARTS. This Indemnity Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding agreement when one or more of the counterparts have been signed by each of the Parties and

remedy, or Claim under or by reason of this Indemnity Agreement or any provision herein contained. Both Parties have the right to assign (and each successive assignee may further assign) their rights under this Indemnity Agreement to any person or entity, which such person or entity by acceptance of such assignment shall be deemed to assume all liabilities, indebtedness and obligations included in the rights assigned. 3. GOVERNING LAW. This Indemnity Agreement and its interpretation and performance shall be governed by and construed and regulated in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 4. COUNTERPARTS. This Indemnity Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become a binding agreement when one or more of the counterparts have been signed by each of the Parties and delivered to the other party. 5. AGENT FOR SERVICE OF PROCESS. Tenant hereby irrevocably names and designates Lukoil Americas Corporation, a Delaware corporation whose address is 540 Madison Avenue, New York, NY, as Tenant's agent (Tenant's "Agent") for service of process, including all notices required to institute any proceeding in any court or in any other way required to confer personal jurisdiction over Tenant in any court, and for the receipt of any Notices or other communications required under this Indemnity Agreement, including any and all Notices under this Indemnity Agreement issued for the purpose of demanding compliance with this Indemnity Agreement. Service or demand upon Agent shall be good and sufficient service and demand upon Tenant for all purposes, including, without limitation, the purpose of obtaining personal jurisdiction over Tenant for any legal action or proceeding or for the purpose of commencing any proceeding. Tenant agrees to take any and all action necessary to continue Agent's designation in full force and effect. If Agent becomes unable to act as Agent for any reason then Tenant shall forthwith irrevocably designate a replacement Agent satisfying the requirements of this Section that would apply to any replacement Agent, as set forth in the next sentence. By Notice to Landlord (but no more frequently than once every six months), Tenant may substitute in place of Agent any other Person having full-time business offices and a street address in Manhattan. Tenant agrees that delivery of any Notice to Agent, or any service of process upon Agent, in accordance with the notice requirements of this Indemnity Agreement, shall constitute valid and effective personal service upon Tenant. Any such Notice or service of process shall be effective in accordance with the provisions of this Indemnity Agreement relating to Notices. Any failure of Agent to give any notice of such service of process or Notice to Tenant shall not impair or affect the validity of such Notice, service of process, or any judgment rendered in any proceeding based thereon. 6. ENTIRE AGREEMENT. This Indemnity Agreement embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no separate understandings or agreements, oral or written, between the Parties with respect to the subject matter contained herein. This Indemnity Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. The Restated Master Lease contains certain parallel provisions, but in the event of any conflict between this Indemnity Agreement and the Restated Master Lease, this Indemnity Agreement governs and controls. 7

7. HEADINGS. The article and section headings contained in this Indemnity Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Indemnity Agreement. 8. SEVERABILITY. If any one or more terms or provisions contained in this Indemnity Agreement or the application of such terms or provisions shall, for any reason and to any extent, be held to be invalid, illegal or unenforceable in any respect, then the remainder of this Indemnity Agreement, or the application of terms or provisions to persons or circumstances other than those as to which it is invalid, illegal or unenforceable, shall not be affected by such invalidity. All remaining provisions of this Indemnity Agreement shall be valid and enforced to the fullest extent permitted by law. 9. FURTHER ASSURANCES. Each party to this Indemnity Agreement agrees to execute such documents or instruments, and to take such action, as the other party may reasonably request after the date hereof in order to effectuate and perfect the indemnification contemplated hereby.

7. HEADINGS. The article and section headings contained in this Indemnity Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Indemnity Agreement. 8. SEVERABILITY. If any one or more terms or provisions contained in this Indemnity Agreement or the application of such terms or provisions shall, for any reason and to any extent, be held to be invalid, illegal or unenforceable in any respect, then the remainder of this Indemnity Agreement, or the application of terms or provisions to persons or circumstances other than those as to which it is invalid, illegal or unenforceable, shall not be affected by such invalidity. All remaining provisions of this Indemnity Agreement shall be valid and enforced to the fullest extent permitted by law. 9. FURTHER ASSURANCES. Each party to this Indemnity Agreement agrees to execute such documents or instruments, and to take such action, as the other party may reasonably request after the date hereof in order to effectuate and perfect the indemnification contemplated hereby. 10. THIRD PARTY BENEFICIARY. The Landlord and Tenant are the intended beneficiaries of this Indemnity Agreement. 11. SUBMISSION TO JURISDICTION. Each of the Parties to this Indemnity Agreement hereby submits to the exclusive jurisdiction of the United Stated District Court for the Southern District of New York for purposes of all legal proceedings arising out of or relating to this Indemnity Agreement and the estates and relationships created hereby. If the Parties hereto are unable to submit to the jurisdiction of the United States District Court for the Southern District of New York notwithstanding reasonably diligent efforts to do so, then the Parties shall submit to the exclusive jurisdiction of any New York State court sitting in New York County, New York. Each of the Parties to this Indemnity Agreement hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceedings brought in any such court and any Claim that any such proceeding brought in any such court has been brought in an inconvenient forum. 12. INTERPRETATION. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion of this Indemnity Agreement. The Parties have both participated substantially in the negotiation, drafting and revision of this Indemnity Agreement with representation by counsel and such other advisers as they have deemed appropriate. The words "include" and "including" shall be construed to be followed by the words: "without limitation." 13. REMEDIES. Any breach by Tenant of any obligation or undertaking herein shall not, under any circumstances, absolve Landlord of its obligations and undertakings herein. The sole remedies available to Landlord upon breach by Tenant shall be the ability to seek injunctive relief to ensure compliance and to seek actual damages accrued as a result of the breach. 8

IN WITNESS WHEREOF, the Parties have caused this Indemnity Agreement to be signed by their respective officers thereunto duly authorized as of the date above. Getty Properties Corp.
By: /s/ John Fitteron -----------------------------Name: John Fitteron ------------------------Title: Senior Vice President ------------------------

Getty Petroleum Marketing Inc.
By: /s/ Leo Liebowitz ------------------------------

IN WITNESS WHEREOF, the Parties have caused this Indemnity Agreement to be signed by their respective officers thereunto duly authorized as of the date above. Getty Properties Corp.
By: /s/ John Fitteron -----------------------------Name: John Fitteron ------------------------Title: Senior Vice President ------------------------

Getty Petroleum Marketing Inc.
By: /s/ Leo Liebowitz -----------------------------Name: Leo Liebowitz ------------------------Title: Chairman and Chief Executive Officer ------------------------

9

SCHEDULE Y (Petroleum Terminal Properties)
Newark Petroleum Terminal Mt. Vernon Petroleum Terminal Long Island City Petroleum Terminal New Haven Petroleum Terminal E. Providence Petroleum Terminal Rensselaer Petroleum Terminal 86 Doremus Avenue 4301 Boston Post Road 3023 Greenpoint Ave. 85 Forbes Avenue Massasoit Ave. and Dexter Road 49 Riverside Avenue Newark, NJ Bronx, NY Long Island, NY New Haven, CT E. Providence, RI Rensselaer, NY

10
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF GETTY REALTY CORP. AND SUBSIDIARIES AS OF OCTOBER 31, 1999 AND FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. MULTIPLIER: 1000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E

9 MOS JAN 31 2001 OCT 31 2000 595 0 5366 106 0 0 313745

SCHEDULE Y (Petroleum Terminal Properties)
Newark Petroleum Terminal Mt. Vernon Petroleum Terminal Long Island City Petroleum Terminal New Haven Petroleum Terminal E. Providence Petroleum Terminal Rensselaer Petroleum Terminal 86 Doremus Avenue 4301 Boston Post Road 3023 Greenpoint Ave. 85 Forbes Avenue Massasoit Ave. and Dexter Road 49 Riverside Avenue Newark, NJ Bronx, NY Long Island, NY New Haven, CT E. Providence, RI Rensselaer, NY

10
ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF GETTY REALTY CORP. AND SUBSIDIARIES AS OF OCTOBER 31, 1999 AND FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. MULTIPLIER: 1000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS JAN 31 2001 OCT 31 2000 595 0 5366 106 0 0 313745 80040 253344 0 51801 0 72220 136 57843 253344 0 45184 0 22906 0 9 2758 16974 7137 9837 0 0 0 9837 .47 .47

ARTICLE 5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF GETTY REALTY CORP. AND SUBSIDIARIES AS OF OCTOBER 31, 1999 AND FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. MULTIPLIER: 1000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS JAN 31 2001 OCT 31 2000 595 0 5366 106 0 0 313745 80040 253344 0 51801 0 72220 136 57843 253344 0 45184 0 22906 0 9 2758 16974 7137 9837 0 0 0 9837 .47 .47


								
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