Getty Petroleum Marketing Inc/MD – ‘10-12B/A’ on 1/27/97 – EX-2.1

As of:  Monday, 1/27/97   ·   Accession #:  950124-97-358   ·   File #:  1-14490

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Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Form 10 Amendment No. 2                               75    398K 
 2: EX-2.1      Reorganization and Distribution Agreement            100    297K 
 3: EX-10.2     Master Lease Agreement                                78    289K 
 4: EX-10.5     Trademark License Agreement                           27     62K 

EX-2.1   —   Reorganization and Distribution Agreement
Exhibit Table of Contents

EX-2.1
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                                                       EXHIBIT 2.1

REORGANIZATION AND
DISTRIBUTION AGREEMENT

between 

GETTY PETROLEUM CORP. 

and 

GETTY PETROLEUM MARKETING INC.

dated as of   

February 1, 1997  

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TABLE OF CONTENTS   

ARTICLE I - DEFINITIONS .................................................   2   

  Section 1.01   General .............................................   2
  Section 1.02   Terms Defined Elsewhere in Agreement ................  14

ARTICLE II - TRANSFER OF ASSETS  ........................................  14   

  Section 2.01   Merger of Aero into Getty ...........................  14
  Section 2.02   Transfer of Assets to Marketing .....................  14
  Section 2.03   Transfers Not Effected Prior to the Distribution ....  15
  Section 2.04   Cooperation Regarding Assets ........................  16
  Section 2.05   No Representations or Warranties; Consents ..........  17
  Section 2.06   Conveyancing and Assumption Instruments .............  18

ARTICLE III - ASSUMPTION AND SATISFACTION OF LIABILITIES ................  21   

  Section 3.01   Assumption and Satisfaction of Liabilities ..........  21

ARTICLE IV - THE DISTRIBUTION ...........................................  21   

  Section 4.01   Cooperation Prior to the Distribution ...............  21
Section 4.02   Getty Board Action; Conditions Precedent               
                 to the Distribution .................................  22
  Section 4.03   The Distribution ....................................  24

ARTICLE V - INDEMNIFICATION .............................................  24   

  Section 5.01   Indemnification by Getty ............................  24
  Section 5.02   Indemnification by Marketing ........................  25
  Section 5.03   Insurance Proceeds ..................................  25
  Section 5.04   Procedure for Indemnification .......................  26
  Section 5.05   Remedies Cumulative .................................  30
  Section 5.06   Survival of Indemnities .............................  30

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ARTICLE VI - CERTAIN ADDITIONAL MATTERS ................................  30    

 Section 6.01   Marketing Board  ...................................  30
 Section 6.02   Resignations; Getty Board ..........................  31
 Section 6.03   Certificate Charter and Bylaws .....................  31
 Section 6.04   Employee Stock Ownership Plan ......................  31
 Section 6.05   Certain Post-Distribution Transactions .............  32
 Section 6.06   Corporate Name .....................................  33

ARTICLE VII - ACCESS TO INFORMATION AND SERVICES .......................  33    

 Section 7.01   Provision of Corporate Records .....................  33
 Section 7.02   Access to Information ..............................  34
 Section 7.03   Production of Witnesses  ...........................  34
 Section 7.04   Reimbursement ......................................  35
 Section 7.05   Retention of Records ...............................  35
 Section 7.06   Confidentiality ....................................  35
 Section 7.07   Privileged Matters .................................  36

ARTICLE VIII - INSURANCE ...............................................  39    

Section 8.01   Policies and Rights Included Within                    
                the Marketing Assets ...............................  39
 Section 8.02   Post-Distribution Date Claims ......................  40
 Section 8.03   Administration and Reserves ........................  40
Section 8.04   Agreement for Waiver of Conflict and                   
                Shared Defense .....................................  42
 Section 8.05   Surety Bonds and Letters of Credit .................  42

ARTICLE IX - MISCELLANEOUS .............................................  43    

Section 9.01  Complete Agreement; Construction .....................  43
Section 9.02  Expenses .............................................  44
Section 9.03  Governing Law ........................................  44
Section 9.04  Notices ..............................................  44
Section 9.05  Amendments ...........................................  45
Section 9.06  Successors and Assigns ...............................  45
Section 9.07  Termination  .........................................  45
Section 9.08  Subsidiaries .........................................  45
Section 9.09  No Third-Party Beneficiaries  ........................  45
Section 9.10  Titles and Headings ..................................  45
Section 9.11  Exhibits and Schedules ...............................  46

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   Section 9.12  Legal Enforceability...................................  46
   Section 9.13  Consent of Parties.....................................  46

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SCHEDULE OF EXHIBITS

Exhibit A:      Getty Pro Forma Balance Sheet                                   

Exhibit B:      Marketing Bylaws - See Exhibit 3.4 to Form 10/A                 

Exhibit C:      Marketing Restated Articles of Incorporation - See Exhibit 3.2  
to Form 10/A                                    

Exhibit D:      Marketing Pro Forma Balance Sheet                               

Exhibit E:      Master Lease between Marketing and Getty - See Exhibit 10.2 to  
Form 10/A                                       

Exhibit F:      Office Space License between Getty and Marketing                

Exhibit G:      Services Agreement between Marketing and Getty - See Exhibit    
10.4 to Form 10/A                               

Exhibit H:      Tax Sharing Agreement between Marketing and Getty - See Exhibit 
10.3 to Form 10/A                               

Exhibit I:      Trademark License Agreement between Marketing and Getty - See   
Exhibit 10.5 to Form 10/A                       

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LIST OF SCHEDULES 

Schedule 1.01(a)        Environmental Liabilities                               

Schedule 1.01(b)        Upgrades                                                

Schedule 1.01(c)        Marketing Equipment                                     

Schedule 1.01(d)        Shared Policies                                         

Schedule 2.06           Conveyance and Assumption Instruments                   

Schedule 4.01           Consents                                                

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___________________,  1997

REORGANIZATION AND DISTRIBUTION AGREEMENT 

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

RECITALS

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

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

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

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

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

ARTICLE I 

DEFINITIONS 

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

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

Aero:  Aero Oil Company, a Pennsylvania corporation.        

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

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

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

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

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

Commission:  The Securities and Exchange Commission.        

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

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

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

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

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

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

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

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

Getty Board:  The Board of Directors of Getty.              

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

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

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

    Getty Group:  Getty and the Retained Subsidiaries, collectively.

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

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

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

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

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

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

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

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

IRS:  The Internal Revenue Service.                         

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

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

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

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

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

Marketing Board:  The Board of Directors of Marketing.      

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

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

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

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

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

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

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

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

Marketing Group:  Marketing and the Marketing Subsidiaries, 
collectively.                                                                   

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

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

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

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

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

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

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

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

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

NYSE:  The New York Stock Exchange, Inc.                    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Transferred Subsidiaries:  Terminals, KOSCO, Gasway and Petro.            

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

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

Section 1.02  Terms Defined Elsewhere in Agreement.                       

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

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

ARTICLE II

TRANSFER OF ASSETS

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

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

(i)    the Transferred Subsidiary Stock;          

(ii)   the Marketing Security Deposits;           

(iii)  the Marketing Books and Records;           

(iv)   the Marketing Equipment;                   

       (v)    all licenses and permits relating to the Marketing
                 Business, to the extent such licenses and permits are
transferable;                       

              (vi)   all of the other assets to be assigned to Marketing under
         this Agreement or the Related Agreements; and

         (vii)  all other assets (including, without limitation, all
               accounts receivable, deferred income taxes, prepaid
                 expenses, reserves and other current assets) relating
            to the Marketing Business, determined on a basis
           consistent with the determination of the assets
    included on the Marketing Balance Sheet.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III 
ASSUMPTION AND SATISFACTION OF LIABILITIES

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

ARTICLE IV

THE DISTRIBUTION

Section 4.01  Cooperation Prior to the Distribution.        

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

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

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Commission and causing to become effective any registration statements or       
amendments thereto which are appropriate to reflect the establishment of, or    
amendments to, the Employee Stock Ownership Plan and any employee benefit plans 
and other plans contemplated by the Agreement.                                  
   (c) Getty and Marketing shall take all such action as may be necessary or
appropriate under the securities or blue sky laws of states or other political  
subdivisions of the United States in connection with the transactions           
contemplated by this Agreement and the Related Agreements.                      
     (d) Getty and Marketing shall prepare, and Marketing shall file and pursue,
an application to permit the listing of Marketing Common Stock on the NYSE.     
(e) Getty and Marketing shall make any requisite filings under the HSR
Act.                                                                            
(f) Getty and Marketing shall use all reasonable efforts to obtain any
third-party consents or approvals necessary or desirable in connection with the 
transactions contemplated hereby, including without limitation the consents or  
approvals set forth on Schedule 4.01 hereto ("Consents").                       
   (g) Getty and Marketing will use all reasonable efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary  
or desirable under applicable law, to consummate the transactions contemplated  
under this Agreement.                                                           
     Section 4.02.  Getty Board Action; Conditions Precedent to the Distribution
The Getty Board shall, in its discretion, establish the Distribution Record Date
and the Distribution Date and any appropriate procedures, including establishing
the exchange ratio,                                                             

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in connection with the Distribution.  In no event shall the Distribution occur  
unless the following conditions shall have been satisfied:                      
     (i) the transactions contemplated by Sections 2.01 and 2.02 shall have been
consummated in all material respects;                                           
(ii) Getty shall have modified its existing stock option plans and/or   
amended option grants thereunder to insure that the Distribution does not       
adversely affect the current holders of options under those plans;              
(iii) the Marketing Common Stock shall have been approved for listing on  
the NYSE, subject to official notice of issuance;                               
    (iv) the Marketing Board, comprised as contemplated by Section 6.01, shall
have been elected by Getty, as sole stockholder of Marketing, and the Marketing 
Charter and Marketing Bylaws shall have been adopted and shall be in effect;    
     (v) the Marketing Board shall have established the Employee Stock Ownership
Plan;                                                                           
   (vi) the Form 10 Registration Statement shall have become effective under
the Exchange Act;                                                               
(vii) the Tax Ruling shall have been granted in form and substance    
satisfactory to the Getty Board, in its sole discretion;                        
(viii) a favorable no-action letter shall have been obtained from the 
Securities and Exchange Commission regarding issuance of Marketing Common Stock 
and certain other matters;                                                      
     (ix) any applicable waiting period under the HSR Act shall have expired (or
been earlier terminated);                                                       

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(x) Getty and Marketing shall have obtained all Consents and any other
consents, the failure of which to obtain would, in the determination of the     
Getty Board, have a material adverse effect on Getty or Marketing; and          
  (xi) Getty and Marketing shall have entered into the Related Agreements;
provided, however, that (i) any such condition may be waived by the Getty Board 
in its sole discretion upon the advice of counsel, and (ii) the satisfaction of 
such conditions shall not create any obligation on the part of Getty or any     
other party hereto to effect the Distribution or in any way limit Getty's power 
of termination set forth in Section 9.07 or alter the consequences of any such  
termination from those specified in such Section.                               
   Section 4.03  The Distribution.  On the Distribution Date, subject to the
conditions and rights of termination set forth in this Agreement, Getty shall   
deliver to the Agent a share certificate representing all of the then           
outstanding shares of Marketing Common Stock owned by Getty and shall instruct  
the Agent to distribute, on or as soon as practicable following the Distribution
Date, such Marketing Common Stock to the Holders.  Marketing agrees to provide  
all share certificates that the Agent shall require in order to effect the      
Distribution.                                                                   

ARTICLE V 

INDEMNIFICATION 

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

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heirs, executors, successors and assigns of any of the foregoing (the "Marketing
Indemnitees") from and against the Retained Liabilities.                        
   Section 5.02  Indemification by Marketing.  Except as otherwise expressly
set forth in a Related Agreement, Marketing shall indemnify, defend and hold    
harmless Getty and each of the Retained Subsidiaries, and each of their         
directors, officers, employees, agents and Affiliates and each of the heirs,    
executors, successors and assigns of any of the foregoing (the "Getty           
Indemnitees") from and against the Marketing Liabilities.                       
Section 5.03.  Insurance Proceeds.  The amount that any party (an     
"Indemnifying Party") is or may be required to pay to any other Person (an      
"Indemnitee") pursuant to Section 5.01 or Section 5.02 shall be reduced         
(including, without limitation, retroactively) by any Insurance Proceeds or     
other amounts actually recovered by or on behalf of such Indemnitee in reduction
of the related Indemnifiable Loss. If an Indemnitee shall have received the     
payment required by this Agreement from an Indemnifying Party in respect of an  
Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds,  
or other amounts in respect of such Indemnifiable Loss as specified above, then 
such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount  
of such Insurance Proceeds or other amounts actually received.                  
Section 5.04 Procedure for Indemnification.                           
 (a) Except as may be set forth in a Related Agreement, if an Indemnitee
shall receive notice or otherwise learn of the assertion by a Person (including,
without limitation, any governmental entity) who is not a party to this         
Agreement or to any of the Related Agreements of any claim or of the            
commencement by any such Person of any Action (a "Third-Party Claim") with      
respect to which an Indemnifying Party may be obligated to                      

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provide indemnification pursuant to this Agreement, such Indemnitee shall give  
such Indemnifying Party written notice thereof promptly after becoming aware of 
such Third-Party Claim; provided, that the failure of any Indemnitee to give    
notice as required by this Section 5.04 shall not relieve the Indemnifying of   
its obligations under this Article V, except to the extent that such            
Indemnifying Party is prejudiced by such failure to give notice.  Such notice   
shall describe the Third-Party Claim in reasonable detail, and shall indicate   
the amount (estimated if necessary) of the Indemnifiable Loss that has been or  
may be sustained by such Indemnitee.                                            
(b) An Indemnifying Party may elect to defend or to seek to settle or 
compromise, at such Indemnifying Party's own expense and by such Indemnifying   
Party's own counsel, any Third-Party Claim, provided that the Indemnifying Party
must confirm in writing that it agrees that Indemnitee is entitled to           
indemnification hereunder in respect of such Third-Party Claim.  Within 30 days 
of the receipt of notice from an Indemnitee in accordance with Section 5.04(a)  
(or sooner, if the nature of such Third-Party Claim so requires), the           
Indemnifying Party shall notify the Indemnitee of its election whether to assume
responsibility for such Third-Party Claim (provided that if the Indemnifying    
Party does not so notify the Indemnitee of its election within 30 days after    
receipt of such notice from the Indemnitee, the Indemnifying Party shall be     
deemed to have elected not to assume responsibility for such Third-Party Claim),
and such Indemnitee shall cooperate in the defense or settlement or compromise  
of such Third-Party Claim.  After notice from an Indemnifying Party to an       
Indemnitee of its election to assume responsibility for a Third-Party Claim,    
such Indemnifying Party shall not be liable to such Indemnitee under this       
Article V for any legal or other expenses (except expenses approved in advance  
by the Indemnifying                                                             

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

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     (c) If an Indemnifying Party chooses to defend or to seek to compromise any
Third-Party Claim, the Indemnitee shall make available to such Indemnifying     
Party any personnel and any books, records or other documents within its control
or which it otherwise has the ability to make available that are necessary or   
appropriate for such defense.                                                   
    (d) Notwithstanding anything else in this Section 5.04 to the contrary, an
Indemnifying Party shall not settle or compromise any Third-Party Claim unless  
such settlement or compromise contemplates as an unconditional term thereof the 
giving by such claimant or plaintiff to the Indemnitee of a written release from
all liability in respect of such Third-Party Claim (and provided further that   
such settlement may not provide for any non-monetary relief by Indemnitee       
without the written consent of Indemnitee).  In the event the Indemnitee shall  
notify the Indemnifying Party in writing that such Indemnitee declines to accept
any such settlement or compromise, such Indemnitee may continue to contest such 
Third-Party Claim, free of any participation by such Indemnifying Party, at such
Indemnitee's sole expense.  In such event, the obligation of such Indemnifying  
Party to such Indemnitee with respect to such Third-Party Claim shall be equal  
to (i) the costs and expenses of such Indemnitee prior to the date such         
Indemnifying Party notifies such Indemnitee of the offer to settle or compromise
(to the extent such costs and expenses are otherwise indemnifiable hereunder)   
plus (ii) the lesser of (A) the amount of any offer of settlement or compromise 
which such Indemnitee declined to accept or (B) the actual out-of-pocket amount 
such Indemnitee is obligated to pay subsequent to such date as a result of such 
Indemnitee's continuing to pursue such Third-Party Claim.                       
 (e) Any claim on account of an Indemnifiable Loss which does not result
from a Third-Party Claim shall be asserted by written notice given by the       
Indemnitee to the                                                               

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applicable Indemnifying Party.  Such Indemnifying Party shall                   
have a period of 15 days after the receipt of such notice within which to       
respond thereto.  If such Indemnifying Party does not respond within such       
15-day period, such Indemnifying Party shall be deemed to have refused to       
accept responsibility to make payment.  If such Indemnifying Party does not     
respond within such 15-day period or rejects such claim in whole or in part,    
such Indemnitee shall be free to pursue such remedies as may be available to    
such party under applicable law or under this Agreement.                        
  (f) In addition to any adjustments required pursuant to Section 5.03, if
the amount of any Indemnifiable Loss shall, at any time subsequent to the       
payment required by this Agreement, be reduced by recovery, settlement or       
otherwise, the amount of such reduction, less any expenses incurred in          
connection therewith, shall promptly be repaid by the Indemnitee to the         
Indemnifying Party.                                                             
   (g) In the event of payment by an Indemnifying Party to any Indemnitee in
connection with any Third-Party Claim, such Indemnifying Party shall be         
subrogated to and shall stand in the place of such Indemnitee as to any events  
or circumstances in respect of which such Indemnitee may have any right or claim
relating to such Third-Party Claim against any claimant or plaintiff asserting  
such Third-Party Claim.  Such Indemnitee shall cooperate with such Indemnifying 
Party in a reasonable manner, and at the cost and expense of such Indemnifying  
Party, in prosecuting any subrogated right or claim.                            
     Section 5.05  Remedies Cumulative.  The remedies provided in this Article V
shall be cumulative and shall not preclude assertion by any Indemnitee of any   
other rights or the seeking of any and all other remedies against any           
Indemnifying Party.                                                             

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

ARTICLE VI

CERTAIN ADDITIONAL MATTERS

   Section 6.01  Marketing Board. Marketing and Getty shall take all actions
which may be required to constitute, effective as of the Distribution Date, the 
following persons as the directors of Marketing:  (i) Ronald E. Hall, Richard E.
Montag and Matthew J. Chanin (none of whom shall be officers, directors or      
owners of more than 5% of the outstanding voting stock of Getty) and (ii) Leo   
Liebowitz and Milton Safenowitz.                                                
Section 6.02 Resignations; Getty Board.                               
   (a) Marketing shall cause all of its directors and Marketing Employees to
resign, effective as of the Distribution Date, from all boards of directors or  
similar governing bodies of Getty or any of its Retained Subsidiaries on which  
they serve, and from all positions as officers or employees of Getty or any of  
its Retained Subsidiaries in which they serve, except (i) Leo Liebowitz shall   
serve as a director, President and Chief Executive Officer of Getty and as a    
director and Chief Executive Officer of Marketing and as an officer or director 
of certain of the Marketing Subsidiaries and certain of the Retained            
Subsidiaries, (ii) Milton Safenowitz shall serve as a director of Marketing and 
certain of the Marketing Subsidiaries and as a director of Getty and certain of 
the Retained Subsidiaries and (iii) as set forth in the Services Agreement.     
Getty shall cause all of its directors and the Retained Employees to resign from
all boards of directors or similar governing bodies of Marketing or             

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any of its subsidiaries on which they serve, and from all positions as officers 
or employees of Marketing or any of its subsidiaries in which they serve, except
to the extent specified in the preceding sentence.                              
 Section 6.03 Charter and Bylaws.  On or prior to the Distribution Date,
Marketing shall adopt the Marketing Charter and the Marketing Bylaws, and shall 
file the Marketing Charter with the Secretary of State of the State of          
Maryland.                                                                       
Section 6.04  Employee Stock Ownership Plan.  On or prior to the      
Distribution Date, Marketing shall approve and take all steps necessary to      
establish the Employee Stock Ownership Plan.                                    
Section 6.05  Certain Post-Distribution Transactions.                 
(a) Marketing.  Marketing shall, and shall cause each of the Marketing
Subsidiaries to, comply with each representation and statement made, or to be   
made, to any taxing authority in connection with any ruling obtained, or to be  
obtained, by Getty Marketing acting together, from any such taxing authority    
with respect to any transaction contemplated by this Agreement; neither         
Marketing nor any of the Marketing Subsidiaries shall take or omit any action   
inconsistent therewith, unless, (i) required to do so by law, (ii) permitted to 
do so by the prior written consent of Getty, or (iii) pursuant to a favorable   
supplemental ruling letter reasonably satisfactory to Getty that such act or    
omission would not adversely affect the tax consequences of the Distribution to 
Getty or the stockholders of Getty, as set forth in any ruling issued by any    
taxing authority.  Neither Marketing nor any of the Marketing Subsidiaries has a
present intention to take or omit any such action.                              
    (b) Getty.  Getty shall, and shall cause each of the Retained Subsidiaries
to, comply with each representation and statement made, or to be made, to any   
taxing                                                                          

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authority in connection with any ruling obtained, by Getty and Marketing        
acting together, from any such taxing authority with respect to any transaction 
contemplated by this Agreement; neither Getty nor any of the Retained           
Subsidiaries shall take or omit any action inconsistent therewith, unless, (i)  
required to do so by law, (ii) permitted to do so by the prior written consent  
of Marketing, or (iii) pursuant to a favorable supplemental ruling letter       
reasonably satisfactory to Marketing that such act or omission would not        
adversely affect the tax consequences of the Distribution to Marketing or the   
stockholders of Marketing, as set forth in any ruling issued by any taxing      
authority.  Neither Getty nor any of the Retained Subsidiaries has a present    
intention to take or omit any such action.                                      
     Section 6.06  Corporate Name.  Effective as of the Distribution Date, Getty
shall change its corporate name to "Getty Realty Corp.," either by statutory    
merger or by action of the stockholders.  All references to Getty herein shall  
be references to such corporation both before and after such corporate name     
change.                                                                         

ARTICLE VII 

ACCESS TO INFORMATION AND SERVICES

Section 7.01  Provision of Corporate Records.                         
     (a) Except as may otherwise be provided in a Related Agreement, Getty shall
arrange as soon as practicable following the Distribution Date, to the extent   
not previously delivered in connection with the transactions contemplated in    
Article II, for the transportation (at Marketing's cost) to Marketing of the    
Marketing Books and Records in its possession, except to the extent such items  
are already in the possession of Marketing or a Marketing Subsidiary.  Such     
Marketing Books and Records shall be the property of                            

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Marketing, but shall be available to Getty for review and duplication until     
Getty shall notify Marketing in writing that such records are no longer of use  
to Getty.                                                                       
  (b) Except as otherwise provided in a Related Agreement, Marketing shall
arrange as soon as practicable following the Distribution Date, to the extent   
not previously delivered in connection with the transactions contemplated in    
Article II, for the transportation (at Getty's cost) to Getty of the Getty Books
and Records in its possession, except to the extent such items are already in   
the possession of Getty.  The Getty Books and Records shall be the property of  
Getty, but shall available to Marketing for review and duplication until        
Marketing shall notify Getty in writing that such records are no longer of use  
to Marketing.                                                                   
 Section 7.02  Access to Information.  Except as otherwise provided in a
Related Agreement, from and after the Distribution Date, Getty shall afford to  
Marketing and its authorized accountants, counsel and other designated          
representatives reasonable access (including using reasonable efforts to give   
access to persons or firms possessing information) and duplicating rights       
during normal business hours to all records, books, contracts, instruments,     
computer data, software and systems and other data and information relating to  
pre-Distribution operations (collectively, "Information") within Getty's        
possession insofar as such access is reasonably required by Marketing for the   
conduct of its business, subject to appropriate restrictions for classified or  
Privileged Information.  Similarly, except as otherwise provided in a Related   
Agreement, Marketing shall afford to Getty and its authorized accountants,      
counsel and other designated representatives reasonable access (including using 
reasonable efforts to give access to persons or firms possessing information)   
and duplicating rights during normal business hours to Information within       
Marketing's possession, insofar as such is reasonably required by               

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Getty for the conduct of its business, subject to appropriate restrictions for  
classified or Privileged Information. Information may be requested under this   
Article VII for the legitimate business purposes of either party, including     
without limitation, audit, accounting, claims (including claims for             
indemnification hereunder), litigation and tax purposes, as well as for purposes
of fulfilling disclosure and reporting obligations and for performing this      
Agreement and the transactions contemplated hereby.                             
 Section 7.03  Production of Witnesses.  At all times from and after the
Distribution Date, each of Marketing and Getty shall use reasonable efforts to  
make available to the other, upon written request, its and its subsidiaries'    
officers, directors, employees and agents as witnesses to the extent that such  
persons may reasonably be required in connection with any Action.               
   Section 7.04  Reimbursement.  Except to the extent otherwise contemplated
in any Related Agreement, a party providing Information or witness services to  
the other party under this Article VII shall be entitled to receive from the    
recipient, upon the presentation of invoices therefor, payments of such amounts,
relating to supplies, disbursements and other out-of-pocket expenses (at cost)  
and direct and indirect expenses of employees who are witnesses or otherwise    
furnish assistance (at cost), as may be reasonably incurred in providing such   
Information or witness services.                                                
     Section 7.05. Retention of Records.  Except as otherwise required by law or
agreed to in a Related Agreement or otherwise in writing, each of Getty and     
Marketing may destroy or otherwise dispose of any of the Information (including 
information that is material Information and is not contained in other          
Information retained by Getty or Marketing, as the case may be) at any time     
after the tenth anniversary of this Agreement, provided that, prior             

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to such destruction or disposal, (a) it shall provide no less than 90 or more   
than 120 days prior written notice to the other, specifying in reasonable detail
the Information proposed to be destroyed or disposed of and (b) if a recipient  
of such notice shall request in writing prior to the scheduled date for such    
destruction or disposal that any of the Information proposed to be destroyed or 
disposed of be delivered to such requesting party, the party proposing the      
destruction or disposal shall promptly arrange for the delivery of such of the  
Information as was requested at the expense of the party requesting such        
Information.                                                                    
   Section 7.06  Confidentiality.  Each of Getty and its Subsidiaries on the
one hand, and Marketing and its Subsidiaries on the other hand, shall hold, and 
shall cause its consultants advisors to hold, in strict confidence, all         
Information concerning the other in its possession or furnished by the other or 
the other's representatives pursuant to this Agreement (except to the extent    
that such Information has been (i) in the public domain through no fault of such
party or (ii) later lawfully acquired from other sources by such party), and    
each party shall not release or disclose such Information to any other person,  
except its auditors, attorneys, financial advisors, rating agencies, bankers and
other consultants and advisors, unless compelled to disclose by judicial or     
administrative process or, as reasonably advised by its counsel, by other       
requirements of law, or unless such Information is reasonably required to be    
disclosed in connection with (x) any litigation with any third-parties or       
litigation between the Getty Group and the Marketing Group, (y) any contractual 
agreement to which the Getty Group or the Marketing Group are currently parties,
or (z) in exercise of either parties' rights hereunder.                         
     Section 7.07  Privileged Matters.  Getty and Marketing recognize that legal
and other professional services that have been and will be provided prior to the
Distribution                                                                    

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Date have been and will be rendered for the benefit of both the Getty Group and 
the Marketing Group and that both the Getty Group and the Marketing Group should
be deemed to be the client for the of asserting all Privileges.  To allocate the
interests of each party in the Privileged Information, the parties agree as     
follows:                                                                        
 (a) Getty shall be entitled, in perpetuity, to control the assertion or
waiver of all Privileges in connection with Privileged Information which        
relates solely to the Retained Business, whether or not the Privileged          
Information is in the possession of or under the control of Getty or Marketing. 
Getty shall also be entitled, in perpetuity, to control the assertion or waiver 
of all Privileges in connection with Privileged Information that relates solely 
to the subject matter of any claims constituting Retained Liabilities, now      
pending or which may be asserted in the future, in any lawsuits or other        
proceedings initiated against or by Getty, whether or not the Privileged        
Information is in the possession of or under the control of Getty or Marketing. 
     (b) Marketing shall be entitled, in perpetuity, to control the assertion or
waiver of all Privileges in connection with  Privileged Information which       
relates solely to the Marketing Business, whether or not the Privileged         
Information is in the possession of or under the control of Getty or Marketing. 
Marketing shall also be entitled, in perpetuity, to control the assertion or    
waiver of all Privileges in connection with Information which relates solely to 
the subject matter of any claims constituting Marketing Liabilities, now pending
or which may be asserted in the future, in any lawsuits or other proceedings    
initiated against or by Marketing, whether or not the Privileged Information is 
in the possession of Marketing or under the control of Getty or Marketing.      

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     (c) Getty and Marketing agree that they shall have a shared Privilege, with
equal right to assert or waive, subject to the restrictions in this Section     
7.07, with respect to all Privileges not allocated pursuant to the terms of     
Sections 7.07(a) and (b).  (All Privileges relating to any claims, proceedings, 
litigation, disputes, or other matters which involve both Getty and Marketing in
respect of which Getty and Marketing retain any responsibility or liability     
under this Agreement, shall be subject to a shared Privilege.)                  
(d) No party may waive any Privilege which could be asserted under any
applicable law, and in which the other party has a shared Privilege, without the
consent of the other party, except to the extent reasonably required in         
connection with any litigation with third-parties or as provided in subsection  
(e) below.  Consent shall be in writing, or shall be deemed to be granted unless
written objection is made within twenty (20) days after notice upon the other   
party requesting such consent.                                                  
     (e) In the event of any litigation or dispute between a member of the Getty
Group and a member of the Marketing Group, either party may waive a Privilege in
which the other party has a shared Privilege, without obtaining the consent of  
the other party, provided that such waiver of a shared Privilege shall be       
effective only as to the use of Information with respect to the litigation or   
dispute between the Getty Group and the Marketing Group, and shall not operate  
as a waiver of the shared Privilege with respect to third-parties.              
   (f) If a dispute arises between the parties regarding whether a Privilege
should be waived to protect or advance the interest of either party, each party 
agrees that it shall negotiate in good faith, shall endeavor to minimize any    
prejudice to the rights of the other party, and shall not unreasonably withhold 
consent to any request for waiver by the                                        

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other party.  Each party specifically agrees that it will not withhold consent  
to waiver for any purpose except to protect its own legitimate interests.       
   (g) Upon receipt by any party of any subpoena, discovery or other request
which arguably calls for the production or disclosure of Information subject to 
a shared Privilege or as to which the other party has the sole right hereunder  
to assert a Privilege, or if any party obtains that any of its current or former
directors, officers, agents or employees have received any subpoena, discovery  
or other requests which arguably calls for the production or disclosure of such 
Privileged Information, such party shall promptly notify the other party of the 
existence of the request and shall provide the other party a reasonable         
opportunity to review the Information and to assert any rights it may have under
this Section 7.07 or otherwise to prevent the production or disclosure of such  
Privileged Information.                                                         
     (h) The transfer of the Marketing Books and Records and the Getty Books and
Records and other Information between Getty and its Subsidiaries and Marketing  
and its Subsidiaries, is made in reliance on the agreement of Getty and         
Marketing, as set forth in Sections 7.06 and 7.07, to maintain the              
confidentiality of Privileged Information and to assert and maintain all        
applicable Privileges.  The access to information being granted pursuant to     
Sections 7.01 and 7.02 hereof, the agreement to provide witnesses and           
individuals pursuant to Section 7.03 hereof and the transfer of Privileged      
Information between Getty and its Subsidiaries and Marketing and its            
Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any     
Privilege that has been or may be asserted under this Agreement or otherwise.   

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ARTICLE VIII

INSURANCE 

 Section 8.01. Policies and Rights Included Within the Marketing Assets.
Without limiting the generality of the definition of the Marketing Assets set   
forth in Section 2.02 or the effect of Section 2.02, the Marketing Assets shall 
include (a) any and all rights of an insured party under each of the Shared     
Policies, specifically including rights of indemnity and the right to be        
defended by or at the expense of the insurer, with respect to all injuries,     
losses, liabilities, damages and expenses incurred or claimed to have been      
incurred on or prior to the Distribution Date by any party in or in connection  
with the conduct of the Marketing Business or, to the extent any claim is made  
against Marketing or any of its subsidiaries, the Retained Business, and which  
injuries, losses, liabilities, damages and expenses may arise out of insured or 
insurable occurrences or events under one or more of the Shared Policies;       
provided, however, that except as provided in Section 8.05 below, nothing in    
this clause shall be deemed to constitute (or to reflect) the assignment of the 
Shared Policies, or any of them, to Marketing and (b) the Marketing Policies.   
Section 8.02  Post-Distribution Date Claims.  If, subsequent to the   
Distribution Date, any person, corporation, firm or entity shall assert a claim 
against Marketing or any Marketing Subsidiary with respect to any injury, loss, 
liability, damage or expense incurred or claimed to have been incurred prior to 
the Distribution Date in or in connection with the conduct of the Marketing     
Business or, to the extent any claim is made against Marketing or any of its    
Subsidiaries or the Marketing Business, and which injury, loss, liability,      
damage or expense may arise out of insured or insurable occurrences or events   
under one or more of the Shared Policies, Getty shall at the time such claim is 
asserted be                                                                     

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

Section 8.03  Administration and Reserves                             

(a) Notwithstanding the provisions of Article III, but subject to any 
contrary provisions of the Master Lease or the Services Agreement, from and     
after the Distribution Date:                                                    
(i)  Marketing shall be responsible for the (A) Insurance   
 Administration of the Marketing Policies, and (B) Claims Administration
with respect to the Marketing Liabilities; provided, that the         
     administration of the Marketing Policies by Marketing is in no way intended
to limit, inhibit, or preclude any right to insurance coverage for any
  Insured Claim of a named insured under the Marketing Policies, including
but not limited to, Getty and any of its operations, Subsidiaries and 
Affiliates;                                                           
        (ii)  Getty shall conduct (A) Insurance Administration of the Shared
Policies, and (B) Claims Administration with respect to the Retained  
 Liabilities; provided that the administration of the Shared Policies by
 Getty is in no way intended to limit, inhibit, or preclude any right to
insurance coverage for any Insured Claim of a named insured under the 
 Shared Policies, including but not limited to, Marketing and any of its
operations, subsidiaries and Affiliates;                              

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          (iii) Marketing shall be entitled to any reserves established by Getty
or any of its Subsidiaries, or the benefit of reserves held by any    
insurance carrier, with respect to the Marketing Liabilities; and     
        (iv) Getty shall be entitled to any reserves established by Getty or
   any of its Subsidiaries, or the benefit of reserves held by any insurance
carrier, with respect to the Retained Liabilities.                    
    (b) Insurance Premiums.  Getty shall have the right but not the obligation
to pay the premiums, to the extent that Marketing does not pay premiums with    
respect to Marketing Liabilities (retrospectively-rated or otherwise), with     
respect to Shared Policies and the Retained Policies, as required under the     
terms and conditions of the respective Policies, whereupon Marketing shall      
forthwith reimburse Getty for that portion of such premiums paid by Getty as are
attributable to the Marketing Liabilities.  Unless otherwise agreed by the      
parties hereto, Getty shall purchase (subject to a 50% reimbursement by         
Marketing within 15 days of its receipt of invoice) continued coverage under its
director and officer liability insurance policy for a period no longer than 180 
days following the Distribution Date for claims relating to periods prior to the
Distribution Date.                                                              
 (c) Allocation of Insurance Proceeds.  Insurance Proceeds received with
respect to claims, costs and expenses under the Policies shall be paid to       
Marketing with respect to the Marketing Liabilities and to Getty with respect to
the Retained Liabilities.  Payment of the allocable portions of indemnity costs 
of Insurance Proceeds resulting from the liability policies will be made to the 
appropriate party upon receipt from the insurance carrier.  In the event that   
the aggregate limits on any Shared Policies are exceeded, the parties agree to  
provide an equitable allocation of Insurance Proceeds received after the        

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

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

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

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

ARTICLE IX

MISCELLANEOUS 

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

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

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

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  Section 9.04     Notices.  All notices and other
communications hereunder shall be in writing and shall be delivered by hand or  
mailed by registered or certified mail (return receipt requested) to the        
parties at the following addresses (or at such other addresses for a party as   
shall be specified by like notice) and shall be deemed given on the date on     
which such notice is received:                                                  

To Marketing:                                 

  Getty Petroleum Marketing Inc.
125 Jericho Turnpike        
Jericho, New York 11753     
Attention:  President       

To Getty:                                     

Getty Realty Corp.          
125 Jericho Turnpike        
Jericho, New York 11753     
Attention:  President       

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

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

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

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

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

                Section 9.09     No Third-Party Beneficiaries.  Except for the
provisions of Article V relating to Indemnities, this Agreement is solely for   
the benefit of the parties hereto and their respective Subsidiaries and         
Affiliates and should not be deemed to confer upon third- parties any remedy,   
claim, Liability, reimbursement, claim of action or other right in excess of    
those existing without reference to this Agreement.                             

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

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

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

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

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

                     GETTY PETROLEUM CORP.

   By:
                                          ----------------------------------
      Title:
                                             -------------------------------

                              GETTY PETROLEUM MARKETING INC.

   By:
                                          ----------------------------------
      Title:
                                             -------------------------------

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                                                         EXHIBIT A

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

                                                                [Download Table]

                                               HISTORICAL  ADJUSTMENTS  PRO FORMA
                                               ----------  -----------  ---------
ASSETS                                                                           
                                                                                 
Current Assets:                                                                  
 Cash and cash equivalents                      $ 28,153  ($18,262)(a)  $  9,891 
 Short-term investments                              535         -           535 
 Accounts receivable, net                          2,309         -         2,309 
 Inventories                                       1,651         -         1,651 
 Deferred income taxes                             3,269         -         3,269 
 Prepaid expenses and other                                                      
  current assets                                   3,824         -         3,824 
                                                --------  ---------     -------- 

                                                  39,741   (18,262)       21,479 

Property, plant and equipment, net                97,300         -        97,300 
Other assets                                       8,198         -         8,198 
                                                --------  ---------     -------- 

   TOTAL ASSETS                                 $145,239  ($18,262)     $126,977 
                                                ========  ========      ======== 

      LIABILITIES AND STOCKHOLDERS' EQUITY                                       

Current Liabilities:                                                             
 Current portion of long-term debt                                               
 and capital lease obligations                  $ 10,108         -      $ 10,108 
 Accounts payable                                  2,689         -         2,689 
 Accrued expenses                                 22,999         -        22,999 
 Gasoline taxes payable                               77         -            77 
                                                --------  ---------     -------- 

   Total current liabilities                      35,873         -        35,873 

Long-term debt                                    15,652         -        15,652 
Obligations under capital leases                  18,153         -        18,153 
Deferred income taxes                              4,173         -         4,173 
Other, principally deposits                        1,187         -         1,187 
Stockholders' equity                              70,201  ($18,262)(a)    51,939 
                                                --------  ---------     -------- 

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $145,239  ($18,262)     $126,977 
                                                ========  ========      ======== 

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

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

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                                                                   EXHIBIT D

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

                                                        [Enlarge/Download Table]

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

See accompanying notes to unaudited pro forma consolidated balance sheet. 

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                                                                       EXHIBIT F

                                                                #58752

JERICHO OFFICE SPACE LICENSE AGREEMENT

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

RECITAL:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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    and payable as of the date of default, re-entry by Licensor, termination
of this License or entry of a judgment of possession, whichever date
first occurs;                                                       

   c) The payment of all sums incurred by Licensor in putting the premises
     in good order or preparing the same for re-licensing, including brokerage
and advertising fees;                                               

d) Reasonable attorney's fees and expenses resulting from Licensor  
   enforcing any of the remedies described above, or in the enforcement of
this License or in defending any claim brought against Licensor by  
Licensee against which Licensor successfully defends; and           

e) In addition, Licensor shall have such other remedies as are then 
available to it by law. Licensor is under no obligation to mitigate 
damages.                                                            

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

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

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

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

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

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Licensee's property.                                                            

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

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

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

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

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

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

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

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

Consideration shall not commence until possession is given or is available, but 
the term herein shall not                                                       

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be extended.                                                                    

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

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

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

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

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

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

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

            GETTY REALTY CORP.

______________________          By:  ______________________________             
Witness                                              President, Licensor        

                        GETTY PETROLEUM MARKETING INC.

______________________          By:  ______________________________             
Witness                                              President, Licensee        

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SCHEDULE 1.01(a)
Environmental Liabilities 

NON-INVEST-ENVIRONMENTAL  

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

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INVESTMENT-ENVIRONMENTAL    

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

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INVESTMENT-ENVIRONMENTAL    

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

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

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

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

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

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

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

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

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

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

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

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

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INVESTMENT-ENVIRONMENTAL    

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

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SCHEDULE 1.01(b)
Upgrades

NON-INVEST-CAPITAL  

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

INVESTMENT-CAPITAL  

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

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INVESTMENT-CAPITAL    

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

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INVESTMENT-CAPITAL    

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

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INVESTMENT-CAPITAL    

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

4   

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INVESTMENT-CAPITAL    

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

5   

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INVESTMENT-CAPITAL    

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

6   

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INVESTMENT-CAPITAL    

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

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INVESTMENT-CAPITAL    

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

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INVESTMENT-CAPITAL    

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

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INVESTMENT-CAPITAL    

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

10    

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SCHEDULE 1.01(c)
Marketing Equipment 

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

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

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

1   

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SCHEDULE 1.01(d)
Shared Policies 

[will be supplied upon request]   

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Schedule 2.06   

Conveyance and Assumption Instruments   

[See attached]  

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BILL OF SALE    

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

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

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

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

AERO OIL COMPANY
Attest:                                                                         

_______________________         By: __________________________________          
                            Title:  ________________________

ACCEPTED:                                                                       

                GETTY PETROLEUM MARKETING INC.
Attest:                                                                         

________________________        By: ___________________________________         
                            Title:  __________________________

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ASSIGNMENT AND ASSUMPTION AGREEMENT   

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

W I T N E S S E T H:    

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

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

NOW, THEREFORE, the parties hereto agree as follows:                  

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

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

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

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

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

Attest:                          AERO OIL COMPANY                               

_______________________          By: __________________________________         
                              Title:  __________________________

Attest:                          GETTY PETROLEUM MARKETING INC.                 

________________________  By: __________________________________  
                              Title:  __________________________

2 

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BILL OF SALE    

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

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

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

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

                 GETTY PETROLEUM CORP.
Attest:                                                                         

_______________________               By: __________________________________    
                                        Title:  ________________________

ACCEPTED:                                                                       

                          GETTY PETROLEUM MARKETING INC.
Attest:                                                                         

________________________              By: __________________________________    
                                        Title:  ________________________

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ASSIGNMENT AND ASSUMPTION AGREEMENT   

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

W I T N E S S E T H:    

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

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

NOW, THEREFORE, the parties hereto agree as follows:                  

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

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

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

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

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

Attest:                            GETTY PETROLEUM CORP.                        

_______________________            By: __________________________________       
                                  Title: _________________________

Attest:                            GETTY PETROLEUM MARKETING INC.               

________________________           By: __________________________________       
                                 Title:  _________________________

2 

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BILL OF SALE    

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

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

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

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

                AERO OIL COMPANY
Attest:                                                                         

_______________________                 By: __________________________________  
                                            Title:  ________________________

ACCEPTED:                                                                       

                     GETTY TERMINALS CORP.
Attest:                                                                         

________________________                By: __________________________________  
                                            Title:  ________________________

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ASSIGNMENT AND ASSUMPTION AGREEMENT   

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

W I T N E S S E T H:  

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

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

NOW, THEREFORE, the parties hereto agree as follows:                  

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

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

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

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

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

Attest:                              AERO OIL COMPANY                           

_______________________              By: __________________________________     
                                     Title:  _________________________

Attest:                              GETTY TERMINALS CORP.                      

________________________             By: __________________________________     
                                      Title:  ________________________

2 

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SCHEDULE 4.01 
Consents

AGREEMENTS WHERE CONSENT TO ASSIGNMENT IS REQUIRED  

                                                        [Enlarge/Download Table]

    Agreement                       Parties to Agreement       Date         Subject of Agreement        Other                 
    ----------                      --------------------       ----         --------------------        -----                 
                                                                                                                              
1.  Advertising Agreement        NY Yankee Partnership         12/1/95   Advertising at Yankee Stadium                        
                                 & GPC                                                                                        

2.  Wright Express Corporation/  Wright Express Corporation    10/14/86  Co-branded fleet fueling card                        
    GPC Charge Card Agreement    & GPC                                   and credit card program                              

3.  Transnet, Inc. Transaction   Transnet, Inc. & GPC          03/31/93  Processing transaction data                          
    Processing Services Agr't                                            from credit card, debit,                             
                                                                         & check payments                                     

4.  VeriFone Finance Equipment   VeriFone Finance & GPC        03/25/94  Lease of Omni 395 265K         Lease #3823           
    Leasing Agreement                                                    terminals, P250 printers                             
                                                                         & Pin Pad 101's                                      

5.  VeriFone Finance Equipment   VeriFone Finance & GPC        09/10/93  Lease of Omni 395 265K         Lease #2145           
    Leasing Agreement                                                    terminals, P250 printers                             
                                                                         & Pin Pad 101's                                      

6.  Midlantic Bank, National     Midlantic Bank, National      11/17/94  Getty's participation in                             
    Association Merchant Agr't   Association & GPC                       network to settle eft fund                           
                                                                         transfers                                            

7.  Fuel Marketing Agreement     International Automated       05/31/95  Getty's participation in                             
                                 Energy Systems, Inc. & GPC              national network of fleet                            
                                                                         vehicle fueling facilities;                          
                                                                         IAES fleet cards                                     

8.  Agreement                    Interlink Network, Inc.       09/27/95  Getty's acceptance of                                
                                  & GPC                                  Interlink brand debit cards                          
                                                                         at Getty locations                                   

9.  Lease                        York & Aero Oil               11/29/93  Lease of four Mack Tractors    Assign from           
                                                                         (MD)                           Aero Oil to PT Petro  

10. Lease                        GECC & Aero Oil               10/21/94  Lease of two Heil Tank         Assign from           
                                                                         Trailers (PA)                  Aero Oil to PT Petro  

11. Lease                        GECC & Aero Oil               11/23/94  Lease of three Heil Tank       Assign from           
                                                                         Trailers (PA)                  Aero Oil to PT Petro  

12. Lease                        GECC & Aero Oil               12/21/94  Lease of three Mack tractors   Assign from           
                                                                         (PA)                           Aero Oil to PT Petro  

13. Lease                        GE Capital Fleet Services     12/01/96  Lease on one Mack CH 613       Assign from Aero      
                                 & Aero Oil                              Tractor (MD)                   Oil to PT Petro       

14. Lease of Computer Equipment  StorageTek & GPC              07/01/93  Lease of Tape Cartridge-Sys.   Notice of cancellation
                                                                         38                             sent to Lessor        

15. Lease of Computer Equipment  Norwest(6) & GPC              12/31/94  Lease of DASD-AS 400                                 

16. Lease of Computer Equipment  Norwest(6) & GPC              04/01/96  Lease of DASD-AS 400                                 

17. Lease of Computer Equipment  Norwest(6) & GPC                12/96   Lease of CPU AS 400 IBM        New lease for 36 mos. 
                                                                                                        signed 12/96          

18. Lease of Copier Machine      Xerox & GPC                     05/94   Lease of Model 5100                                  

19. Lease of Copier Machine      Xerox & GPC                     03/95   Lease of Model CS Pro 6000                           

20. Lease                        Verifone Finance & GPC          09/93   Lease of 650 POS Terminals                           

21. Lease                        Verifone Finance & GPC          10/93   Lease of 850 POS Terminals                           

22. Lease                        Verifone Finance & GPC          12/93   Lease of 200 POS Terminals                           

23. Lease                        Pitney Bowes & GPC              12/96   Lease of Mailing Machine,                            
                                                                         Powerstacker, Folder, Feeder,                        
                                                                         Inserter & Scale                                     
24. Merchant Services Agreement  Discover Card Services & GPC  05/15/89                                                       
25. Agreement                    Mastercard & GPC                                                                             
26. Agreement                    Visa & GPC                                                                                   
27. Agreement                    NYCE & GPC                                                                                   

1   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-12B/A’ Filing		Date		First		Last			Other Filings
		12/31/01		56
		2/1/97		1		56
		1/31/97		88		98			10-K405
		1/28/97
Filed on:		1/27/97
		10/31/96		11		55
		9/11/96		19
									List all Filings