CONSOLIDATED, AMENDED AND RESTATED MASTER LEASE AGREEMENT

EXHIBIT 10.10 CONSOLIDATED, AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED NOVEMBER 2, 2000 BETWEEN GETTY PROPERTIES CORP. AND GETTY PETROLEUM MARKETING INC.

 

CONSOLIDATED,
AMENDED AND RESTATED

MASTER LEASE

DATED AS OF

NOVEMBER 2, 2000

BETWEEN

GETTY PROPERTIES CORP., AS LANDLORD,

AND

GETTY PETROLEUM MARKETING INC., AS TENANT

                              This CONSOLIDATED, AMENDED AND RESTATED MASTER LEASE (together with all Exhibits and Schedules attached hereto, this “Restated Lease”) is made and entered into as of November 2, 2000 between Getty Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike, Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further defined hereinafter, “Landlord”), and Getty Petroleum Marketing Inc., a Maryland corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as further defined hereinafter, “Tenant”).

R E C I T A L S

                               A. Pursuant to that certain Master Lease, dated February 1, 1997, between Landlord and Tenant (the “1997 Master Lease”) and the Post-Reorganization Leases (as hereinafter defined), Landlord leased to Tenant, in addition to other properties, the lands described in Exhibit A and subleased or sub-subleased to Tenant, in addition to other properties, the lands described on Exhibit B (all such lands described on Exhibit A and Exhibit B being referred to hereinafter collectively as the “Land”), together with all right, title and interest of Landlord, if any, in and to: (a) all buildings, structures and other improvements and appurtenances then located on the Land; (b) the land lying in the bed of any street or highway in front of or adjoining the Land to the center line of such street or highway; (c) the appurtenances and all the estate and rights to the Land; (d) any strips or gores adjoining the Land; and (e) any furnishings, fixtures, equipment or other personal property attached or appurtenant to any improvements then located on the Land (all of the foregoing, as they exist as of the Restatement Effective Date, including all Improvements (as hereinafter defined) together with Landlord’s right, title and interest in and to all easements, covenants, rights of way and similar rights benefiting the Land, collectively, the “Premises”, as further defined hereinafter, and individually, a “Property,” as further defined hereinafter).

                               B. Landlord and Tenant desire, as of the Restatement Effective Time (as hereinafter defined), to incorporate and consolidate the 1997 Master Lease and the Post-Reorganization Leases (individually and collectively, the “Original Lease”) into a single document and to further amend and restate the Original Lease, all as set forth in this Restated Lease and desire that, from and after the Restatement Effective Time, all rights and obligations of Landlord and Tenant shall be governed by this Restated Lease such that this Restated Lease shall consolidate, supersede and restate in their entirety the Original Lease from and after the Restatement Effective Time.

                               C. This Restated Lease is intended to constitute a single lease of the Premises and may not be severed, bifurcated, divided, or otherwise split in any manner whatsoever.

                               D. Landlord and Tenant acknowledge that (i) the entering into of this Restated Lease is of primary importance to Tenant, and Tenant would not have entered into (or caused any of its Affiliates or Subsidiaries to enter into) the Merger Agreement (as hereinafter defined) without there having been such an agreement, and (ii) the agreement between Landlord and Tenant to treat this as a single lease in all respects is of primary importance to Landlord, and neither Landlord nor any of its Affiliates or Subsidiaries would have entered into this Restated Lease without there being such an agreement and such treatment of this Restated Lease.

                              NOW, THEREFORE, in exchange for good and valuable consideration, as of the Restatement Effective Time, Landlord hereby leases, subleases and sub-subleases the Premises to Tenant and Tenant hereby takes and hires the Premises from Landlord, subject only to the Permitted Exceptions (as hereinafter defined) and the Subleases (as hereinafter defined), for the Term (as hereinafter defined), upon the terms and conditions of this Restated Lease. As of the Restatement Effective Time, the Original Lease shall be deemed to be consolidated, amended, restated and superceded in its entirety as follows:

                     1. DEFINITIONS.

                               The following definitions shall apply throughout this Restated Lease, in addition to any other definitions elsewhere in this Restated Lease. An Index of Defined Terms follows the signature page.

                               1.1 1998 Master Lease. The term “1998 Master Lease” means that certain Master Lease, dated December 22, 1998, between the Leemilt’s Lessor and Tenant.

                               1.2 Abandoned Properties. The term “Abandoned Properties” means the ten (10) properties listed on Schedule 1 hereto, each of which were demised under the Original Lease and shall not be demised under this Restated Lease. The term “Abandoned Property” shall have the correlative singular meaning.

                               1.3 Additional Rent. The term “Additional Rent” means, whether or not designated as such, any and all sums and payments that this Restated Lease requires Tenant to pay to Landlord, except Fixed Rent. Additional Rent shall also include (a) all Impositions and (b) all percentage rent, gallonage rent, and royalties payable under Third Party Leases, if any.

                               1.4 Affiliate. The term “Affiliate” means, with respect to any Person, (i) any other Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other Person that owns, beneficially, directly or indirectly, ten percent (10%) or more of the outstanding capital stock, shares or equity interests of such Person, or (iii) any officer, director, employee, partner or trustee of such Person or any Person controlling, controlled by or under common control with such Person. For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities or partnership interests or otherwise.

                               1.5 April 1999 Master Lease. The term “April 1999 Master Lease” means that certain Master Lease, dated April 6, 1999, between the Leemilt’s Lessor and Tenant.

                               1.6 Award. The term “Award” means compensation paid on account of a Condemnation whether pursuant to judgment or by agreement or otherwise.

                               1.7 Bankruptcy Default. The term “Bankruptcy Default” means the occurrence of any of the following Non-Monetary Defaults: (a) if Tenant shall make an assignment for the benefit of its creditors; (b) if any petition shall be filed against Tenant in any

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court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement, insolvency or similar proceeding, and Tenant shall thereafter be adjudicated bankrupt, or if any such proceeding shall not be dismissed within ninety (90) days after the institution of the same; or if any such petition shall be so filed by Tenant or a liquidator; or (c) if, in any proceeding, a receiver, receiver and manager, trustee or liquidator shall be appointed for all or any portion of Tenant’s property, and such receiver, receiver and manager, trustee or liquidator shall not be discharged within ninety (90) days after the appointment of such receiver, receiver and manager, trustee or liquidator.

                               1.8 Business Day. The term “Business Day” means any weekday on which banks in the State of New York are generally open to conduct regular banking business with bank personnel.

                               1.9 Casualty. The term “Casualty” means any damage or destruction affecting any or all of the Improvements on any Property.

                               1.10 Closure. The term “Closure” means:

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status” or similar terms, even if such letters have qualifications such as “at this time,” “does not meet state standards,” or the like.

                              1.11 Commencement Date. The term “Commencement Date” means (a) with respect to those Properties leased or subleased to Tenant by the 1997 Master Lease, February 1, 1997; (b) with respect to those Properties leased to Tenant by the 1998 Master Lease, December 22, 1998 with respect to certain of such Properties and otherwise the date set forth on Exhibit A thereto; (c) with respect to those Properties leased to Tenant by the April 1999 Master Lease, April 6, 1999; and (d) with respect to those Properties leased to Tenant by the September 1999 Master Lease, (i) October 6, 1999 with respect to the Property having a street address of 592 Route 70, Brick, New Jersey and (ii) September 30, 1999 with respect to the Property having a street address of 650 Route 15 South, Lake Hopatcong, New Jersey.

                               1.12 Condemnation. The term “Condemnation” means any taking of title to any Property or any part of any Property by exercise of any right of eminent domain by, or by any similar proceeding or act of, any Government, quasi-public authority or private corporation having the power and legal authority to do so. For the purposes of this definition, the effective date of any such condemnation shall be deemed to be the later of: (a) the date when title to the applicable Property or part thereof is transferred by such proceeding or act of the condemning authority, and (b) the date when Tenant or the applicable Subtenant or other occupant is no longer permitted to occupy such Property.

                               1.13 Construction Work. The term “Construction Work” means any alteration, modification, demolition, or other construction or reconstruction work, or the construction or reconstruction of any new Improvements, or repair of any existing Improvements, located on, under or at any Property.

                               1.14 Contamination. The term “Contamination” means recoverable free liquid hydrocarbons, dissolved hydrocarbon components, absorbed and vapor phase hydrocarbon, or other environmental contamination that is required to be Remediated under applicable Environmental Laws.

                               1.15 County. The term “County” means the county where any Property is located.

                               1.16 CPI. The term “CPI” means the United States Department of Labor, Bureau of Labor Statistics “Consumer Price Index” for Urban Wage Earners and Clerical Workers (CPI-W) published for New York - Northern New Jersey - Long Island, NY-NJ-CT-PA, with a base of 1982-1984 = 100, or the successor index thereto. If the CPI ceases to be published, and there is no successor thereto, such other index as Landlord and Tenant shall agree upon in writing shall be substituted for the CPI. The CPI for any calendar month shall be deemed to mean the CPI last published before such calendar month.

                               1.17 CPI Adjustment Factor. As of any date of determination, the term “CPI Adjustment Factor” means the greater of (a) 1.00 or (b) the following fraction:

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                               1.18 Default. The term “Default” means any Material Monetary Default, Non-Material Monetary Default, Non-Monetary Default or Landlord Default.

                               1.19 Depository. The term “Depository” means, at Tenant’s or Leasehold Mortgagee’s election, any of the following: (a) an Institutional Lender, (b) Leasehold Mortgagee, (c) a national title insurance company reasonably acceptable to Landlord and licensed to do business in the State of New York, or (d) a servicer regularly used by Institutional Lenders in connection with loan transactions. Tenant shall pay all fees and expenses charged by the Depository.

                               1.20 Distribution Agreement. The term “Distribution Agreement” means that certain Reorganization and Distribution Agreement dated as of January 31, 1997 transferring to Tenant the Marketing Assets and Marketing Business (as such terms are defined therein) in connection with that certain distribution by Landlord of the common stock of Tenant to the stockholders of Landlord, as amended from time to time.

                               1.21 Environmental Agreement. The term “Environmental Agreement” means that certain Environmental Indemnity Agreement between Landlord and Tenant dated as of the date hereof, as the same may be amended or modified from time to time.

                               1.22 Environmental Law. The term “Environmental Law” means all laws, ordinances, requirements, orders, directives, rules, regulations, and applicable judicial and administrative decisions, orders and decrees of any applicable Government affecting the development, improvement, alteration, use, maintenance, operation or occupancy of the Premises, any Property, or any part of any Property, whether in force at the Commencement Date or passed, enacted or imposed at some time in the future, to the extent applicable to conditions on, under, or about the Premises, any Property, or any part of any Property, or arising from use or occupancy thereof, related to pollution, protection of human health or the environment from exposure to Hazardous Substances, including but not limited to, Laws relating to the release or discharge of Hazardous Substances to the ambient air, surface and subsurface soils, surface water and ground water, or governing the use, generation, storage, transportation, disposal, release, clean-up or control of Hazardous Substances in, on, at, to or from the Premises, any Property, or any part of any Property, subject in all cases, however, to all applicable waivers, variances and exemptions limiting the application of the foregoing.

                               1.23 Equipment Liens. The term “Equipment Liens” means purchase-money security interests, financing leases, personal property liens, and similar arrangements (including the corresponding UCC-1 financing statements) relating to Tenant’s and/or Subtenant’s acquisition, encumbering or financing of Personal Property, and used in connection with the operation of any business on the Premises not prohibited by this Restated Lease or any Third Party Lease, that are leased, purchased pursuant to conditional sale or installment sale

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arrangements, encumbered by a security agreement made by Tenant and/or any Subtenant, as the case may be, or used under licenses, such as convenience food store equipment, gasoline marketing equipment, USTs (not owned by Landlord), furniture, fixtures and equipment, telephone, telecommunications and facsimile transmission equipment, point of sale equipment, televisions, radios, and computer systems, provided that each Equipment Lien encumbers or otherwise relates to only the property financed or otherwise provided by the secured party under such Equipment Lien.

                               1.24 Estoppel Certificate. The term “Estoppel Certificate” means a statement in writing containing all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by either party: (a) this Restated Lease has not been amended or modified, constitutes the entire agreement between Landlord and Tenant relating to the Premises (except as otherwise set forth in Section 33.9), and is in full force and effect (or, if there have been amendments or modifications, that this Restated Lease as so amended or modified is in full force and effect and stating such amendments or modifications); (b) neither Landlord nor Tenant is in default under this Restated Lease and to the best of the signer’s knowledge no facts or circumstances exist that, with the passage of time or the giving of notice or both, would constitute Defaults under this Restated Lease by Landlord or Tenant (or, if there have been any Defaults or potential Defaults, specifying the nature of any such Default or potential Default); (c) Tenant has paid all Fixed Rent to date and, to the best of Landlord’s knowledge, all Additional Rent to date; (d) the Commencement Date, the Restatement Effective Date, or any other then-ascertainable date relevant to this Restated Lease; (e) this Restated Lease is a single lease demising the Premises and may not be severed, bifurcated, divided or otherwise split in any manner whatsoever; and (f) such other matters as either party shall reasonably request.

                               1.25 Fee Estate. The term “Fee Estate” means Landlord’s fee estate in the Premises or any Property or, in the case of a Property owned by a Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor, the fee estate of such Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor in such Property, as applicable.

                               1.26 Fee Mortgage. The term “Fee Mortgage” means any mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended to grant security for any obligation encumbering the Fee Estate or Landlord’s leasehold interest in any Fee Estate owned by a Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor, as the case may be, as existing, entered into, renewed, modified, amended, extended or assigned from time to time during the Term.

                               1.27 Fixed Rent. The term “Fixed Rent” means all rent payable under Section 3.1.

                               1.28 Fixed Rent Adjustment Procedures. The term “Fixed Rent Adjustment Procedures” shall have the meaning ascribed to it on Schedule 4.

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                               1.29 Fleet Mortgage. The “Fleet Mortgage” means those certain Fee Mortgages securing the Power Test Lessor’s obligations pursuant to that certain Amended and Restated Loan Agreement between the Power Test Lessor and Fleet National Bank, dated October 31, 1995, as subsequently amended.

                               1.30 GAAP. The term “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession of the United States of America, in all cases as interpreted by a significant segment of the accounting profession of the United States of America.

                               1.31 Gettymart Lease. The term “Gettymart Lease” means that certain Lease Agreement, dated as of the Restatement Effective Date, between the Gettymart Lessor, as landlord, and Landlord, as tenant.

                               1.32 Gettymart Lease Estoppel Certificate. The term “Gettymart Lease Estoppel Certificate” means a statement in writing containing all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by Tenant: (a) the Gettymart Lease has not been amended or modified, constitutes the entire agreement between the Gettymart Lessor and Landlord relating to the Properties subject to the Gettymart Lease and is in full force and effect (or, if there have been amendments or modifications, that the Gettymart Lease as so amended or modified is in full force and effect and stating such amendments or modifications); (b) neither the Gettymart Lessor nor Landlord is in material default under the Gettymart Lease and, to the best of the Gettymart Lessor’s knowledge, no facts or circumstances exist that, with the passage of time or the giving of notice or both, would constitute material defaults under the Gettymart Lease by the Gettymart Lessor or Landlord (or, if there have been any material defaults or potential material defaults, specifying the nature of any such material default or potential material default); (c) Landlord has paid all rent to date; (d) any then-ascertainable date relevant to the Gettymart Lease; and (e) such other matters as Tenant shall reasonably request.

                               1.33 Gettymart Lessor. The term “Gettymart Lessor” means GettyMart, Inc., a Delaware corporation and its successors and assigns under the Gettymart Lease.

                               1.34 Government. The term “Government” means each and every applicable governmental authority, department, agency, bureau or other entity or instrumentality having jurisdiction over the Premises, including the federal government of the United States, the State government and any subdivisions and municipalities thereof, including the County government, and all other applicable governmental authorities and subdivisions thereof.

                               1.35 Governmental Request. The term “Governmental Request” means, with respect to any Person, such Person’s filing for (or other similar process) a building permit, fire underwriter’s certificate, zoning variance or similar permit, certificate or license or such Person’s making of any other inquiries with respect to any Property to the applicable Government.

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                               1.36 Hazardous Substances. The term “Hazardous Substances” means those flammable substances, explosives, radioactive materials, asbestos, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, petroleum and petroleum products, or other substances of any kind that are subject to regulation, control or remediation under Environmental Laws.

                               1.37 Impositions. The term “Impositions” means all Real Estate Taxes, water rents, rates and charges, sewer rents, commercial rent taxes, occupancy taxes (other than those that are treated as Real Estate Taxes), UST fees and taxes, and other impositions and charges of every kind and nature whatsoever with respect to any Property that may be assessed, levied, confirmed, imposed or become a lien on any Property or that may be levied, assessed or imposed upon the gross income arising from any Rent (in all cases, other than on account of any actions or omissions of Landlord, a Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor, or conditions existing on, at or with respect to any Property before the applicable Commencement Date), in all cases, by or for the benefit of any Government with respect to any period falling within the period from the Commencement Date through the end of the Term. Notwithstanding the foregoing, all such obligations of a lessee in a Third Party Lease, the Power Test Lease, the Leemilt’s Lease and the Gettymart Lease (except to the extent, if any, such item is included as Fixed Rent hereunder) are also Impositions. The term “Impositions” shall, however, not include any of the following, all of which Landlord shall pay before delinquent or payable only with a penalty: (a) any franchise, income, excess profits, estate, inheritance, succession, transfer, gift, corporation, business, capital levy, or profits tax, or license fee (other than a license fee imposed with respect to any Property or the Improvements thereon the maintenance of which is Tenant’s responsibility pursuant to the terms of this Restated Lease) of Landlord, (b) the incremental portion of any of the items listed in this Section that would not have been levied, imposed or assessed but for any sale or other direct or indirect transfer of the Fee Estate or of any interest in Landlord during the Term, (c) any charges that would not have been payable but for any act or omission of Landlord or conditions existing on, at or with respect to the Property before the applicable Commencement Date, (d) any charges that are levied, assessed or imposed against any Property during the Term based on the recapture or reversal of any previous tax abatement or tax subsidy, or compensating for any previous tax deferral or reduced assessment or valuation, or based on a miscalculation or misdetermination of any charge(s) of any kind imposed or assessed with respect to the Premises, relating to any period(s) before the applicable Commencement Date, and (e) interest, penalties and other charges with respect to items “a” through “d.”

                               1.38 Improvements. The term “Improvements” means all buildings, structures, landscaping, recreational facilities, signs, foundations, and other improvements, appurtenances and above-ground storage tanks now or hereafter located on the Premises. Under no circumstances shall the term “Improvements” be deemed to include any of the USTs, for which separate provision is made under this Restated Lease.

                               1.39 Indemnify. Wherever this Restated Lease provides that a party shall “Indemnify” another from or against a particular matter, such term means that the Indemnitor shall indemnify the Indemnitee (and its partners, officers, directors, members, shareholders,

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agents, contractors and employees) and defend and hold the Indemnitee (and its partners, officers, directors, members, shareholders, agents, contractors and employees) harmless from and against any and all actual loss, cost, claims, liability, penalties, judgments, damage or other injury, detriment, or expense (including Legal Costs, interest and penalties) actually incurred or suffered by the Indemnitee (and its partners, officers, directors, members, shareholders, agents, contractors and employees) on account of the matter that is the subject of such indemnification or in enforcing the Indemnitor’s indemnity. Notwithstanding the foregoing or anything to the contrary contained in this Restated Lease, Indemnitor shall under no circumstances whatsoever be liable for consequential damages incurred by Indemnitee on account of the matter that is the subject of such indemnification.

                               1.40 Indemnitee. The term “Indemnitee” means a party that is entitled to be Indemnified pursuant to this Restated Lease.

                               1.41 Indemnitor. The term “Indemnitor” means a party that agrees to Indemnify another party pursuant to this Restated Lease.

                               1.42 Institutional Lender. The term “Institutional Lender” means a bank, trust company, insurance company or savings bank having, at any and all times, a net worth of not less than $500,000,000 (as increased on an annual basis, based on the CPI Adjustment Factor) and net assets of not less than $2,500,000,000 (as increased on an annual basis, based on the CPI Adjustment Factor); provided that any such entity shall qualify as an “Institutional Lender” only if such entity (a) is not an Affiliate of Tenant (unless such entity is an Affiliate of Tenant solely as a result of making a bona fide equity investment in Tenant); and (b) is subject to (1) the jurisdiction of the courts of the State of New York in any actions and (2) the supervision of (A) the Comptroller of the Currency, (B) the Department of Labor of the United States, (C) the Insurance Department or the Banking Department or the Comptroller of New York City, or any successor to any of the agencies or officials referred to in clauses (A) through (C).

                               1.43 Insubstantial Condemnation. The term “Insubstantial Condemnation” means any Condemnation other than a Substantial Condemnation or a Temporary Condemnation.

                               1.44 Knowledge. The term “knowledge”, means, with respect to Landlord, the actual knowledge of Leo Liebowitz, Randi Young Filip, John Fitteron, Edwin C. Levy, Scott Hanley, Vincent DeLaurentis, and Paul Stendardi, with inquiry, which inquiry (a) shall consist of and be limited to inquiry of employees of Landlord who may be reasonably expected to have information with respect to the relevant matter and (b) shall in no event require any review of any files, databases or records which may contain relevant information. The phrase “to the best of Landlord’s knowledge” shall have the same meaning.

                               1.45 Landlord. The term “Landlord” means Getty Properties Corp. (formerly known as Getty Realty Corp.) and certain of its Affiliates and/or Subsidiaries, who have approved this Restated Lease on the signature page hereof, and their respective successors and assigns.

                               1.46 Landlord’s Award. The term “Landlord’s Award” means, at any point in time, an amount equal to the then fair market value of the Fee Estate (which, for the purposes of

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this definition, shall include Landlord’s leasehold interest in the Fee Estates owned by a Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor (it being understood that the Power Test Lessor, the Leemilt’s Lessor or the Gettymart Lessor, as applicable, as landlord thereunder, and Landlord, as tenant thereunder, shall in no event seek Awards with respect to the same estate or interest in the Fee Estate encumbered by any such Power Test Lease, the Leemilt’s Lease or the Gettymart Lease, as applicable) in the applicable Property (including the then fair market value of the rights of the holder of such Fee Estate in and to the Improvements thereon), considered: (i) as if the Condemnation had not occurred; (ii) without adjusting for any expectation of the Condemnation; (iii) as if this Restated Lease had not terminated with respect to the applicable Property as of the effective date of the Condemnation; and (iv) taking into account the benefits and burdens of this Restated Lease, the remaining Term (as further defined in this definition), all Permitted Exceptions, and all other matters affecting such Fee Estate and its valuation. For the purposes of calculating “Landlord’s Award,” the Term of this Restated Lease shall include only those Renewal Terms for which Tenant had previously exercised its Renewal Option in accordance with the provisions of this Restated Lease. “Landlord’s Award” shall be determined independently of, and without regard to, any valuation of the Fee Estate established in any Condemnation proceeding.

                               1.47 Law. The term “Law” or “Laws” means all laws, ordinances, requirements, orders, directives, rules, regulations, and applicable judicial and administrative decisions, orders and decrees of any applicable Government affecting the development, improvement, alteration, use, maintenance, operation or occupancy of the Premises, any Property, or any part of any Property, whether in force at the Commencement Date or passed, enacted or imposed at some time in the future, subject in all cases, however, to all applicable waivers, variances and exemptions limiting the application of the foregoing. Notwithstanding the foregoing, for the purposes of this Restated Lease, the terms “Law” and “Laws” shall in no event be deemed to include Environmental Law or Environmental Laws, for which separate provision is made herein.

                               1.48 Lease Termination Damages. The term “Lease Termination Damages” means an amount per annum equal to the Annual Damage Amount (as defined hereinafter), payable in accordance with the following sentence. Landlord shall pay the Annual Damage Amount to Tenant quarterly, in equal installments, for each calendar year (or portion thereof) during the shortest of the following periods, as applicable: (a) a five (5) year period commencing on the termination of the applicable Third Party Lease, (b) the period of the then remaining Term of this Restated Lease, and (c) the period of the then remaining term of the terminated Third Party Lease. As used herein, the term “Annual Damage Amount” means a sum equal to the product of (a) the volume of gas sales in gallons at the Property with respect to which a Third Party Lease has been terminated in the twelve (12) full calendar months immediately prior to the termination of such Third Party Lease, times (b) ten cents ($.10), less an equitable amount attributable to Tenant’s cost of doing business at such Property (including, without limitation, the Rent allocable to such Property, the determination of which shall be made in accordance with the principles set forth in the Fixed Rent Adjustment Procedures) during such period.

                               1.49 Lease Year. The first “Lease Year” of this Restated Lease means the twelve-month period commencing on the Restatement Effective Date and ending on the day

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before the first anniversary of the Restatement Effective Date. The second “Lease Year” means the period commencing on the first anniversary of the Restatement Effective Date and ending on the day before the second anniversary of the Restatement Effective Date; and so on for each subsequent twelve-month period during the Initial Term and, if any, the Renewal Term(s).

                               1.50 Leasehold Estate. The term “Leasehold Estate” means Tenant’s leasehold estate in any Property owned by Landlord in fee and demised under this Restated Lease and, in the case of a Property owned by a Third Party Lessor, the Leemilt’s Lessor, the Power Test Lessor or the Gettymart Lessor, Tenant’s subleasehold estate demised under this Restated Lease, in all cases upon and subject to all the terms and conditions of this Restated Lease.

                               1.51 Leasehold Mortgagee. The term “Leasehold Mortgagee” means a Permitted Leasehold Mortgagee holding a Permitted Leasehold Mortgage.

                               1.52 Legal Costs. The term “Legal Costs” means all reasonable costs and expenses incurred by a party to this Restated Lease in connection with any legal proceeding or contest, including reasonable attorneys’ fees, consultant’s fees, court costs, and expenses.

                               1.53 Leemilt’s Lease. The term “Leemilt’s Lease” means (i) before the Restatement Effective Time, that certain Lease Agreement, dated as of February 1, 1985, between the Leemilt’s Lessor, as landlord, and Landlord, as tenant and (ii) at and after the Restatement Effective Time, that certain Lease Agreement dated as of the Restatement Effective Date between the Leemilt’s Lessor, as landlord, and Landlord, as tenant.

                               1.54 Leemilt’s Lease Estoppel Certificate. The term “Leemilt’s Lease Estoppel Certificate” means a statement in writing containing all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by Tenant: (a) the Leemilt’s Lease has not been amended or modified, constitutes the entire agreement between the Leemilt’s Lessor and Landlord relating to the Properties subject to the Leemilt’s Lease and is in full force and effect (or, if there have been amendments or modifications, that the Leemilt’s Lease as so amended or modified is in full force and effect and stating such amendments or modifications); (b) neither the Leemilt’s Lessor nor Landlord is in material default under the Leemilt’s Lease and, to the best of the Leemilt’s Lessor’s knowledge, no facts or circumstances exist that, with the passage of time or the giving of notice or both, would constitute material defaults under the Leemilt’s Lease by the Leemilt’s Lessor or Landlord (or, if there have been any material defaults or potential material defaults, specifying the nature of any such material default or potential material default); (c) Landlord has paid all rent to date; (d) any then-ascertainable date relevant to the Leemilt’s Lease; and (e) such other matters as Tenant shall reasonably request.

                               1.55 Leemilt’s Lessor. The term “Leemilt’s Lessor” means Leemilt’s Petroleum, Inc. and its successors and assigns, as lessor under the Leemilt’s Lease.

                               1.56 License Agreement. The term “License Agreement” means that certain Amended and Restated Trademark License Agreement dated as of the date hereof, as the same may be amended or modified from time to time.

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                               1.57 Major Violation. The term “Major Violation” means a Preexisting Violation which results in a Government sending written notice to Landlord, Tenant, a Subtenant, a Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor, the Gettymart Lessor, or a Property that such Preexisting Violation is a violation of Law and requiring cure of the same.

                               1.58 Marketing Parent. The term “Marketing Parent” means OAO LUKoil, a Russian Corporation, and its successors and assigns.

                               1.59 Material Monetary Default. The term “Material Monetary Default” means any failure by Tenant (A) to pay Fixed Rent or Real Estate Taxes, in either case when, as and in the amount required to be paid by Tenant pursuant to the terms of this Restated Lease or (B) in the case of insurance, to maintain the insurance coverage required in Article 12. Notwithstanding the preceding sentence, a “Material Monetary Default” will not be deemed to occur with respect to Tenant’s failure to pay any Real Estate Tax unless Tenant fails to pay such Real Estate Tax on or prior to the last day on which such Real Estate Tax may be paid to the appropriate taxing authority without penalty or interest.

                               1.60 Merger Agreement. The term “Merger Agreement” means that certain Agreement and Plan of Merger dated as of the date hereof among OAO LUKOIL, LUKOIL International GmbH, LUKOIL Americas Corporation, Mikecon Corp., and Getty Petroleum Marketing Inc., as the same may be amended or modified from time to time.

                               1.61 Mortgage. The term “Mortgage” means a Fee Mortgage or a Permitted Leasehold Mortgage.

                               1.62 New Contamination. The term “New Contamination” means Contamination discovered at any Property at which Landlord is conducting Remediation under Section 9.2, which Properties are set forth on Schedule 3, after Landlord has commenced such Remediation and before Closure is obtained by Landlord. Tenant shall have the burden of proving that any such discovered Contamination is not New Contamination but Contamination for which Landlord is obligated to Remediate.

                               1.63 Non-Material Monetary Default. The term “Non-Material Monetary Default” means any failure by Tenant to pay any charge or sum(s) of money payable by Tenant pursuant to this Restated Lease (other than Fixed Rent, Real Estate Taxes and insurance premiums required to maintain the insurance coverage set forth in Article 12 hereof), when, as, and in the amount required to be paid by Tenant pursuant to the terms of this Restated Lease.

                               1.64 Non-Monetary Default. The term “Non-Monetary Default” means any failure by Tenant to comply with any terms or provisions of, or perform as required by, this Restated Lease, other than a Material Monetary Default or a Non-Material Monetary Default. A Bankruptcy Default shall be considered a Non-Monetary Default.

                               1.65 Notice. The term “Notice” means any notice, demand, request, election, designation, approval, or consent, including any of the foregoing relating to a Default by any party hereunder, that is permitted, required or desired to be given by either party in connection with this

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Restated Lease. Notices shall be delivered, and shall become effective, only in accordance with the requirements of Article 20.

                               1.66 Pelham Manor Rezoning Event. The term “Pelham Manor Rezoning Event” means the date when, as a result of the enactment of a final, non-appealable change in Law, the use of the Property having a mailing address of 4301 Boston Post Road, Bronx, New York 10466 as a Petroleum Terminal Property is no longer lawful.

                               1.67 Permitted Exception. The term “Permitted Exception” means all liens, charges, estates and encumbrances currently affecting the Premises as of the Restatement Effective Date.

                               1.68 Permitted Leasehold Mortgage. The term “Permitted Leasehold Mortgage” means any mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) that is held by a Permitted Leasehold Mortgagee and is intended to grant security for any obligation encumbering the entire Leasehold Estate, as the same may be entered into, renewed, modified, amended, extended or assigned from time to time during the Term.

                               1.69 Permitted Leasehold Mortgagee. The term “Permitted Leasehold Mortgagee” means any of (i) an Institutional Lender, (ii) any of the entities described on Schedule 8, and (iii) any other entity which has characteristics (as to, among other things, reputation, financial viability and experience) similar to those entities listed on said Schedule, as reasonably determined by Tenant, and is not, at the time of the making of the Permitted Leasehold Mortgage, in Landlord’s reasonable judgment, in competition with Landlord.

                               1.70 Person. The term “Person” means any association, bank, business trust, corporation, estate, general partnership, Government, individual, joint stock company, joint venture, labor union, limited liability company, limited partnership, non-profit corporation, professional association, professional corporation, trust or any other organization of any type or person.

                               1.71 Personal Property. The term “Personal Property” means all Trade Equipment as well as supplies and inventory, books and records, intangibles, and any and all other items of personal property located at the Premises, except, in all cases, those which are owned by a Third Party Lessor. Under no circumstances shall the term “Personal Property” be deemed to include any of the USTs, for which separate provision is made under this Restated Lease.

                               1.72 Personal Property Letter. The term “Personal Property Letter” means that certain letter agreement, dated as of the date hereof, between Landlord and Tenant relating to the ownership of Personal Property located on the Premises.

                               1.73 Petroleum Terminal Properties. The term “Petroleum Terminal Properties” means those Properties which are terminals for the storage and distribution of petroleum products either owned or leased by Landlord or one of its Affiliates and/or Subsidiaries. As of the date hereof, the Petroleum Terminal Properties are as set forth on Exhibit J.

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                               1.74 Post-Reorganization Leases. The term “Post-Reorganization Leases” means the 1998 Master Lease, the April 1999 Master Lease, and the September 1999 Master Lease.

                               1.75 Power Test Lease. The term “Power Test Lease” means a lease between the Power Test Lessor, as landlord, and Landlord, as tenant, for a Property, as such lease has been amended as of the date hereof. As used in this definition, the term “Landlord” shall be deemed to include any Affiliate and/or Subsidiary of Landlord that is the tenant under any Power Test Lease. The term “Power Test Leases” shall have the correlative plural meaning.

                               1.76 Power Test Lease Estoppel Certificate. The term “Power Test Lease Estoppel Certificate” means a statement in writing containing all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by Tenant: (a) the Power Test Leases have not been amended or modified, constitute the entire agreement between the Power Test Lessor and Landlord (which term “Landlord” shall be deemed to include any Affiliate and/or Subsidiary of Landlord that is the tenant under any Power Test Lease for the purposes of this definition) relating to the Properties subject to the Power Test Leases and are in full force and effect (or, if there have been amendments or modifications, that the Power Test Leases as so amended or modified are in full force and effect and stating such amendments or modifications); (b) neither the Power Test Lessor nor Landlord is in material default under the Power Test Leases and, to the best of the Power Test Lessor’s knowledge, no facts or circumstances exist that, with the passage of time or the giving of notice or both, would constitute material defaults under the Power Test Leases by the Power Test Lessor or Landlord (or, if there have been any material defaults or potential material defaults, specifying the nature of any such material default or potential material default); (c) Landlord has paid all rent to date; (d) any then-ascertainable date relevant to the Power Test Leases; and (e) such other matters as Tenant shall reasonably request.

                               1.77 Power Test Lessor. The term “Power Test Lessor” means Power Test Realty Company Limited Partnership and its successors and assigns, as lessor under the Power Test Leases.

                               1.78 Premises. The term “Premises” shall have the meaning set forth in the first Recital paragraph of this Restated Lease, except that the term “Premises” shall not be deemed to include any Property which may be deleted from this Restated Lease from time to time (a) pursuant to the express provisions of Article 13, 14, 15, 22 or 25 of this Restated Lease; or (b) by the mutual agreement of the parties hereto.

                               1.79 Prime Rate. The term “Prime Rate” means the prime rate or equivalent “base” or “reference” rate for corporate loans that, at Landlord’s election, by Notice to Tenant, is: (a) published from time to time in the Wall Street Journal; (b) announced from time to time by the commercial banking unit of the Chase Manhattan Corporation, New York, New York, or any other large United States “money center” commercial bank designated by Landlord; or (c) if such rate is no longer so published or announced, then a reasonably equivalent rate published by an authoritative third party designated by Landlord. Notwithstanding anything to the contrary in this Section, the Prime Rate shall never exceed the highest rate of interest legally permitted to be

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charged in transactions of the character of this Restated Lease between parties of a character similar to Landlord and Tenant.

                               1.80 Prohibited Liens. The term “Prohibited Lien” means any mechanic’s, vendor’s, laborer’s or material supplier’s statutory lien or other similar lien arising by reason of work, labor, services, equipment or materials supplied, or claimed to have been supplied, to Tenant, which lien either: (a) is filed against the Fee Estate or Landlord’s leasehold interest in any Fee Estate owned by a Third Party Lessor, the Leemilt’s Lessor, the Gettymart Lessor, or the Power Test Lessor or (b) is filed against the Leasehold Estate and, upon termination of this Restated Lease, would under the Law of the State attach to the Fee Estate or Landlord’s leasehold interest in any Fee Estate owned by a Third Party Lessor, the Leemilt’s Lessor, the Gettymart Lessor, or the Power Test Lessor. Notwithstanding anything to the contrary in this Restated Lease, an Equipment Lien shall not constitute a Prohibited Lien and nothing in this Restated Lease shall prohibit Tenant and/or Subtenant from creating, or require Tenant and/or Subtenant, as the case may be, to remove, any Equipment Lien except upon termination of this Restated Lease.

                               1.81 Property. The term “Property” shall have the meaning set forth in the first Recital paragraph of this Restated Lease, except that the term “Property” shall not be deemed to include any property which may be deleted from this Restated Lease from time to time (a) pursuant to the express provisions of Article 13, 14, 15, 22 or 25 or (b) by the mutual agreement of the parties hereto. The term “Properties” shall have the correlative plural meaning.

                               1.82 Real Estate Taxes. The term “Real Estate Taxes” means all taxes and special and general assessments that may be assessed, levied, confirmed, imposed or become a lien on any Property (other than on account of any actions or omissions of Landlord, a Third Party Lessor, the Leemilt’s Lessor, the Gettymart Lessor, or the Power Test Lessor or conditions existing on, at or with respect to any such Property before the applicable Commencement Date) by or for the benefit of any Government with respect to any period during the Term, together with any taxes, assessments and occupancy taxes that may be levied, assessed or imposed by any Government in lieu of or as a substitute, in whole or in part, for any of the foregoing. Notwithstanding the foregoing, all such items referred to above which are the obligation of a lessee under a Third Party Lease, the Leemilt’s Lease, the Gettymart Lease, and a Power Test Lease (except to the extent, if any, such item is included as Fixed Rent hereunder) are also “Real Estate Taxes.” The term “Real Estate Taxes” shall, however, not include any of the following, all of which Landlord shall pay before delinquent or payable only with a penalty: (a) any franchise, income, excess profits, estate, inheritance, succession, transfer, gift, corporation, business, capital levy, or profits tax, or license fee (other than a license fee imposed with respect to any Property or the Improvements thereon the maintenance of which is Tenant’s responsibility pursuant to the terms of this Restated Lease) of Landlord, (b) the incremental portion of any of the items listed in this Section that would not have been levied, imposed or assessed but for any sale or other direct or indirect transfer of the Fee Estate or of any interest in Landlord during the Term, (c) any charges that would not have been payable but for any act or omission of Landlord or conditions existing on, at or with respect to any Property before the applicable Commencement Date, (d) any charges that are levied, assessed or imposed against any Property during the Term based on the recapture or reversal of any

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previous tax abatement or tax subsidy, or compensating for any previous tax deferral or reduced assessment or valuation, or based on a miscalculation or misdetermination of any charge(s) of any kind imposed or assessed with respect to the Premises, relating to any period(s) before the applicable Commencement Date, and (e) interest, penalties and other charges with respect to items “a” through “d.”

                               1.83 Realty Parent. The term “Realty Parent” means Getty Realty Corp., and its successors and assigns.

                               1.84 Remediate. The term “Remediate,” “Remediation,” and/or “Remediated” means those activities, including investigation, monitoring and, as necessary, cleaning up, removing, treating, covering or in any other way remediating Contamination in the environment at or emanating from any Property, including those Properties set forth on Schedule 2, Schedule 3 and Exhibit C so as to achieve Closure, but excluding the repair, removal or replacement of USTs, except as set forth in Section 7.6. The required levels of Remediation at any particular Property shall be limited solely to those limits in place by the applicable Government at the time of the Closure.

                               1.85 Renewal Option. The term “Renewal Option” means the right to renew this Restated Lease as provided in Section 2.1 hereof.

                               1.86 Rent. The term “Rent” means Fixed Rent and Additional Rent.

                               1.87 Restatement Effective Date. The term “Restatement Effective Date” means the initial acceptance for payment of shares of Company Common Stock (as defined in the Merger Agreement) pursuant to the Offer (as defined in the Merger Agreement).

                               1.81A Restatement Effective Time. The term “Restatement Effective Time” means the time which is two (2) hours prior to the time that the conditions referred to in the definition of Restatement Effective Date have been satisfied.

                               1.88 September 1999 Master Lease. The term “September 1999 Master Lease” means that certain Master Lease, dated September 30, 1999, between Landlord and Tenant.

                               1.89 Service Station Properties. The term “Service Station Properties” means Properties which are currently used to sell motor fuels or convenience store items or both, and in some instances are used for motor vehicle repairs and/or other services ancillary to the sale of motor fuels or convenience store items.

                               1.90 State. The term “State” means the State or Commonwealth where the Properties are located.

                               1.91 Sublease. The term “Sublease” means any sublease or sub-sublease of any Property or any part of any Property, or any other agreement or arrangement (including a license agreement, occupancy agreement or concession agreement) made by Tenant granting any third party the right to occupy, use or possess any Property or any portion of any Property, including, without limitation, those subleases between Tenant and lessee-dealers with respect to certain Service Station Properties. The term “Subleases” shall have the correlative plural meaning.

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                              1.92 Subsidiary. The term “Subsidiary” means, with respect to any Person, any other Person (i) in which such Person owns directly, or indirectly through one or more subsidiaries, more than fifty percent (50%) of the voting or beneficial interest, or (ii) which such Person otherwise has the right or power to control (whether by contract, through ownership of securities or otherwise). The term “Subsidiaries” shall have the correlative plural meaning.

                               1.93 Substantial Casualty. The term “Substantial Casualty” means any Casualty that, in Tenant’s reasonable judgment, renders a Property unsuitable for the then current use of such Property at the time of the Casualty.

                               1.94 Substantial Condemnation. The term “Substantial Condemnation” means any Condemnation that, in Tenant’s reasonable judgment, renders the remaining portion of a Property unsuitable for the conduct of the then current use of the Property at the time of the Condemnation. Tenant may waive its right to treat as a Substantial Condemnation any Condemnation that would otherwise qualify as such.

                               1.95 Subtenant. The term “Subtenant” means any person having rights of occupancy, use or possession under a Sublease, and any concessionaires, occupants and licensees that Tenant elects to treat as Subtenants, including, without limitation, lessee-dealers subleasing any Service Station Property.

                               1.96 Temporary Condemnation. The term “Temporary Condemnation” means a Condemnation relating to the temporary right to use or occupy a Property or any part of a Property.

                               1.97 Tenant. The term “Tenant” means (a) for certain Service Station Properties located in the Mid-Hudson Valley, Kingston Oil Supply Corp. and for all other Service Station Properties, Getty Petroleum Marketing Inc. and (b) for certain Petroleum Terminal Properties located in the Mid-Hudson Valley, Kingston Oil Supply Corp. and for all other Petroleum Terminal Properties, Getty Terminals Corp., including, in all cases, any and all successors and assigns of such entities as may be permitted hereunder.

                               1.98 Tenant Improvements. The term “Tenant Improvements” means any and all Improvements constructed on any Property by Tenant at any time between the applicable Commencement Date with respect to such Property and the Restatement Effective Date and at any time during the Term.

                               1.99 Tenant’s Award. The term “Tenant’s Award” means, at any point in time, an amount equal to the then fair market value of the Leasehold Estate in the applicable Property (including the then fair market value of the rights of Tenant in and to any Improvements thereon), considered: (i) as if the Condemnation had not occurred; (ii) without adjusting for any expectation of the Condemnation; (iii) as if this Restated Lease had not terminated with respect to the applicable Property as of the effective date of the Condemnation; and (iv) taking into account the benefits and burdens of this Restated Lease, the remaining Term (as further defined in this definition), all Permitted Exceptions, and all other matters affecting such Leasehold Estate and its valuation. For the purposes of calculating “Tenant’s Award,” the term of this Restated Lease

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shall include only those Renewal Terms for which Tenant had previously exercised its Renewal Option in accordance with the provisions of this Restated Lease. “Tenant’s Award” shall be determined independently of, and without regard to, any valuation of the Leasehold Estate established in any Condemnation proceeding.

                               1.100 Tenant’s Condemnation Share. The term “Tenant’s Condemnation Share” means the following fraction:

                              1.101 Termination Date. The term “Termination Date” means the date when this Restated Lease terminates or expires (i) for the Premises, whether pursuant to the expiration of the Term as provided for in this Restated Lease or pursuant to Landlord’s exercise of remedies upon occurrence of a Material Monetary Event of Default or (ii) for any Property, (a) pursuant to the express provisions of Article 13, 14, 15, 22 or 25 of this Restated Lease or (b) by the mutual agreement of the parties hereto to delete such individual Property from this Restated Lease.

                               1.102 Third Party Lease. The term “Third Party Lease” means a lease between a Third Party Lessor, as landlord and Landlord, or an Affiliate and/or Subsidiary of Landlord, as tenant, for any Property. The Power Test Lease, the Leemilt’s Lease, and the Gettymart Lease are not Third Party Leases for any purpose hereunder.

                               1.103 Third Party Lease Estoppel Certificate. The term “Third Party Lease Estoppel Certificate” means a statement in writing containing all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by Tenant: (a) the applicable Third Party Lease has not been amended or modified, constitutes the entire agreement between the Third Party Lessor and Landlord relating to the Property subject to such Third Party Lease and is in full force and effect (or, if there have been amendments or modifications, that such Third Party Lease as so amended or modified is in full force and effect and stating such amendments or modifications); (b) neither the Third Party Lessor nor Landlord is in default under such Third Party Lease and, to the best of the Third Party Lessor’s knowledge, no facts or circumstances exist that, with the passage of time or the giving of notice or both, would constitute a default under the Third Party Lease by the Third Party Lessor or Landlord (or, if there have been any defaults or potential defaults, specifying the nature of any such default or potential default); (c) Landlord has paid all rent to date; (d) any then-ascertainable date relevant to the Third Party Lease; and (e) such other matters as Tenant shall reasonably request.

                               1.104 Third Party Lease Spread. The term “Third Party Lease Spread” means an amount equal to the difference between (a) the Original Term Rent Allocation (as defined in Section 22.2.2) with respect to a Property subject to a Third Party Lease and (b) the rental due and payable by Landlord to the Third Party Lessor of such Property immediately prior to the expiration of the term of such Third Party Lease.

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                              1.105 Third Party Lease Renewal Option. The term “Third Party Lease Renewal Option” means any right to extend and renew a Third Party Lease for a renewal term.

                               1.106 Third Party Lessor. The term “Third Party Lessor” means a Person who owns a Property and leases it to Landlord or an Affiliate and/or Subsidiary of Landlord.

                               1.107 Trade Equipment. The term “Trade Equipment” means all furniture, furnishings, trade fixtures and equipment installed or used on the Premises by Tenant or any Subtenant from time to time during the Term, other than those which may be owned by a Third Party Lessor.

                               1.108 Transfer Tax Agreement. The term “Transfer Tax Agreement” means that certain Tax Indemnity Agreement between Landlord and Tenant dated as of the date hereof.

                               1.109 Unavoidable Delay. The term “Unavoidable Delay” means a delay in the performance of any obligation under this Restated Lease (excluding in any case any obligation to pay money) arising from or on account of any cause whatsoever beyond the reasonable control of the person required to perform, including strikes, labor troubles, litigation, Casualty, Condemnation, accidents, Laws, governmental preemption, war, riots, and other causes beyond such party’s reasonable control, whether similar to or dissimilar to the causes specifically enumerated in this Section. In no event shall Unavoidable Delay be deemed to include any delay caused by a Person’s financial condition.

                               1.110 Uneconomic. The term “Uneconomic” means the cost to cure an Eligible Legal Violation is not economically practicable, given the business being conducted at a particular Property and the cost of curing such violation.

                               1.111 Use Restriction Event. The term “Use Restriction Event” means, with respect to a Property, the date when, (a) as a result of the enactment of a final, non-appealable change in Law, the use of such Property as of the Restatement Effective Date as a Service Station Property or a Petroleum Terminal Property, as applicable, is no longer permitted; (b) as a result of any non-appealable action by the Government, Tenant is no longer able to use the Property for its use as of the Restatement Effective Date, provided that (i) such action by the Government did not result, either directly or indirectly, from the acts or omissions of Tenant, Subtenant or their respective agents, contractors, employees, licensees or invitees, (ii) such action of the Government was not a Law enforcement or violation related action and was more in the nature of a change in zoning or a Condemnation-like action, and (iii) such action of the Government was unrelated to Environmental Laws; or (c) as a result of any non-appealable or unappealable (by Landlord or Tenant) action by Government access to such Property is materially denied to Tenant or Tenant’s customers or invitees. Anything contained in the foregoing sentence to the contrary notwithstanding, a “Use Restriction Event” shall not be deemed to occur in the event that the use of any such Property as of the Restatement Effective Date is or becomes a permissible non-conforming use under applicable Law such that Tenant is not permitted to rebuild or reconstruct such Property for its current use as of the Restatement Effective Date after the occurrence of a Casualty or Condemnation.

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                              1.112 UST. The term “UST” means an underground storage tank including related piping, underground pumps, wiring and their monitoring devices. The term “USTs” shall have the correlative plural meaning.

                               1.113 UST Upgrade. The term “UST Upgrade” means the replacing, upgrading or closure of UST systems (tanks and connective piping) in accordance with 40 C.F.R. Part 280 or similar Government requirements in effect on the Commencement Date of the 1997 Master Lease.

                               1.114 Waiver of Subrogation. The term “Waiver of Subrogation” means a provision in, or endorsement to, any insurance policy required by this Restated Lease, by which the insurance carrier agrees to waive all rights of recovery by way of subrogation against either party to this Restated Lease in connection with any loss covered by such insurance policy.

                    2. TERM.

                               2.1 Initial Term and Renewal Term(s). The initial term of this Restated Lease (the “Initial Term”) shall commence on the Restatement Effective Date. The Initial Term shall end immediately prior to the fifteenth (15th) anniversary of the Restatement Effective Date. Except as provided or otherwise set forth to the contrary in Article 22, Tenant shall have the absolute and unconditional right and option (each such right and option, a “Renewal Option”) to extend and renew this Restated Lease as to all but not less than all of the Properties then demised by this Restated Lease at the time of such extension and renewal upon the same terms and conditions (except to the extent Rent may be adjusted as required hereunder) as this Restated Lease, for four (4) additional successive periods, with the first three (3) being of ten (10) years each and the last one being of three (3) years and ten (10) months (each such renewal period, a “Renewal Term”) following expiration of the Initial Term. Tenant shall exercise each Renewal Option, if at all, by giving Landlord Notice thereof (in compliance with this Restated Lease) at least thirteen (13) months before the first day of the corresponding Renewal Term. Wherever this Restated Lease refers to the “Term,” such reference means the Initial Term as extended from time to time, pursuant to Tenant’s Renewal Option(s), to include one or more Renewal Term(s), so that upon Tenant’s exercise of any Renewal Option(s), the “Term” shall include the corresponding Renewal Term. At the expiration or termination of the final Renewal Term provided for below, Tenant shall have no further rights to renew or extend this Restated Lease. The Renewal Options and Renewal Terms are as follows:

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                               2.2 Default by Tenant. Provided only that this Restated Lease has not been terminated and that no uncured Material Monetary Event of Default then exists hereunder, there shall be no conditions (express or implied) to Tenant’s exercise of any Renewal Option(s) for the Premises (except as set forth in Article 22 at it pertains to Third Party Leases).

                               2.3 Title to Tenant Improvements and Personal Property. Notwithstanding anything to the contrary in this Restated Lease, all Tenant Improvements and all Personal Property owned by Tenant located in, on or at any Property or otherwise constituting part of the Premises shall at all times during the Term be owned by, and shall belong to, Tenant. All the benefits and burdens of ownership of the foregoing shall be and remain in Tenant during the Term.

                     3. RENT.

                               3.1 Fixed Rent. Throughout the Initial Term and all Renewal Terms, Tenant shall pay Landlord, without notice or demand, in lawful money of the United States of America, at Landlord’s office or as Landlord shall otherwise designate, a net annual rental (the “Fixed Rent”) as follows:

                               3.2 Payment; Proration; Etc. Tenant shall pay Fixed Rent in equal monthly installments in advance on the first day of each month. Rent for partial months at the beginning or

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end of the Term shall be prorated based on the number of days in such month within the Term divided by the total number of days in the entire month. Tenant shall pay all Rent payable to Landlord by wire transfer of currently available federal funds to Landlord’s bank account as designated by Landlord.

                               3.3 Additional Rent. In addition to Fixed Rent, Tenant shall pay Landlord, as additional rent under this Restated Lease, all Additional Rent within twenty (20) days after receipt of invoice therefor or as otherwise set forth in Article 4.

                               3.4 No Allocation to Personal Property; Allocation to Royalty Fee. None of the Rent provided for under this Restated Lease is allocable to any personal property included in the Premises. Notwithstanding anything to the contrary contained herein or in the License Agreement, a sum equal to Two Million Dollars ($2,000,000) (as escalated pursuant to the provisions of Section 3.1.2 above) of the Fixed Rent payable hereunder per Lease Year shall be deemed to constitute payment for the granting by Landlord to Tenant of an exclusive license to use the Licensed Marks (as defined in the License Agreement) on the terms and conditions set forth in the License Agreement (such annual payment being referred to herein as the “Royalty Fee”). Notwithstanding the foregoing, if the License Agreement terminates for any reason during the Term, then the amount of Fixed Rent payable hereunder per annum shall be deemed to be increased by an amount equal to the Royalty Fee that would have been payable had the License Agreement not terminated. The net effect of the foregoing is that the amount paid by Tenant to Landlord under Section 3.1 shall not be affected by the termination of the License Agreement.

                               3.5 Offsets. Except as specifically provided in Section 31.1 hereof and except as provided below, Tenant shall pay all Rent without offset, defense, claim, counterclaim, reduction, deduction, or exercise of recoupment rights of any kind whatsoever. Notwithstanding anything to the contrary in this Restated Lease, Tenant shall be entitled to offset against Rent an amount equal to any of the following obligations required to be performed by Landlord (a) except as otherwise provided in clause (b), to the extent Landlord fails to perform any such obligation within thirty (30) days after Tenant shall have delivered to Landlord a Notice describing such failure in reasonable detail; or (b) in the case of a failure that cannot with due diligence be cured within thirty (30) days from such Notice, to the extent that Landlord does not (x) within 30 days from Tenant’s Notice advise Tenant of Landlord’s intention to take all reasonable steps necessary to remedy such failure, (y) duly commence the cure of such failure within such period, and then diligently prosecute to completion the remedy of such failure and (z) complete such remedy within a reasonable time under the circumstances.

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Notwithstanding anything to the contrary contained herein or in the Environmental Agreement, if, at any time after the date hereof, UST Upgrade or Closure has been completed, as applicable, with respect to any Property set forth on Schedule 2, Exhibit C or Schedule 3 by Landlord as required under this Restated Lease, Tenant shall have no right to any offset against Rent with respect to any such Property from and after the date on which such UST Upgrade or Closure has been completed, as applicable, with respect to such Property. In the event that Tenant elects to offset any amount against Rent in accordance with this Section 3.5 or Section 31.1, Tenant shall give Landlord Notice of such election to offset at least twenty (20) days prior to effecting the same, which Notice shall include the amount that Tenant plans to offset and the timing of such offset.

                     4. ADDITIONAL PAYMENTS BY TENANT; IMPOSITIONS.

                               4.1 Landlord’s Net Return. The parties intend that this Restated Lease shall constitute a “net lease,” so that the Rent shall provide Landlord with “net” return for the Term, free of any expenses or charges with respect to the Premises, except as specifically provided in this Restated Lease. Accordingly, except as specifically set forth to the contrary in this Restated Lease, the Environmental Agreement or the Transfer Tax Agreement, Tenant shall pay as Additional Rent and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, each and every item of expense, of every kind and nature whatsoever, related to or arising from the Premises, or by reason of or in any manner connected with or arising from the development, leasing, operation, management, maintenance, repair, use or occupancy of the Premises or any Property or any portion thereof. Notwithstanding anything to the contrary in this Restated Lease, Tenant shall not be required to pay any of the following incurred by Landlord: (a) principal, interest, or other charges payable under any Fee Mortgage; (b) depreciation, amortization, brokerage commissions, financing or refinancing costs, management fees or leasing expenses incurred by Landlord with respect to any Property; (c) consulting, overhead, travel, legal, staff, and other similar costs incidental to Landlord’s ownership of its fee or leasehold interest in any Property, other than Legal Costs that Tenant has expressly agreed to pay; (d) any costs arising from or pursuant to any instrument or agreement affecting any Property that is not a Permitted Exception and to which Landlord is a party and Tenant is not a party; and (e) the obligations of Landlord set forth in Section 7.6 and Section 9.1 of this Restated Lease, in the Environmental Agreement, or in the Transfer Tax Agreement.

                               4.2 Impositions. Subject to Tenant’s right to contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and partially outside the Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other bill related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay

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any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition in accordance with Tenant’s reasonable instructions or Landlord’s failure to promptly forward Tenant a copy of any tax or other bill related to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) that this Restated Lease requires Tenant to have paid or escrowed, as applicable. Landlord shall be entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the same. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant) and interest earned thereon to the extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of such overpayment promptly upon receipt of the same.

                               4.3 Assessments in Installments. To the extent that it may be permitted by applicable Law and by the applicable Third Party Lease, Tenant shall have the right to apply for conversion of any Imposition to cause it to be payable in installments. After any such conversion, Tenant shall pay and discharge only such installments of any such Impositions as shall become due and payable during the Term, provided that any payment relating to periods prior to the expiration of this Restated Lease shall be paid prior to the Termination Date.

                              4.4 Deposits for Real Estate Taxes.

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                               4.5 Leasehold Mortgage Real Estate Tax Deposits. Anything contained in the foregoing provisions of this Article notwithstanding, if any procedures with respect to deposits for Real Estate Taxes set forth in a Permitted Leasehold Mortgage shall be inconsistent with any of the procedures set forth in this Article or if such Permitted Leasehold Mortgage requires the establishment of a traditional tax escrow whereby Tenant pays into such escrow an amount equal to one-twelfth of the Real Estate Taxes due in a particular Lease Year on a monthly basis, then, to such extent, the procedures set forth in such Permitted Leasehold Mortgage shall take precedence over, and shall be in lieu of, the inconsistent procedures set forth in this Restated Lease, except as otherwise set forth in this Section. Any such Permitted Leasehold Mortgage may provide that deposits for Real Estate Taxes shall be paid by Tenant to either (a) Landlord or (b) Depository. In order for deposits for Real Estate Taxes to be paid by Tenant to Depository, Depository must have previously entered into a depository agreement with Landlord pursuant to which Depository agrees (i) to hold all amounts deposited with Depository pursuant to this Section 4.5 in a segregated, interest-bearing escrow account (which interest may be distributed to Tenant on a quarterly basis, provided that no uncured Material Monetary Event of Default then exists hereunder) in the name of Tenant (so as not to be considered an asset of Depository) for the sole purpose of paying the Real Estate Taxes for which such amounts shall have been deposited as the same become due; (ii) to remit to Landlord the aforesaid deposits for such purpose not later than twenty (20) days prior to the last day on which such Real Estate Taxes may be paid without penalty or interest; (iii) that in no event shall any amount deposited with Depository hereunder be deemed to constitute additional security for any amounts that may be owed by Tenant or any Affiliate or Subsidiary of Tenant to Leasehold Mortgagee or any Affiliate or Subsidiary of Leasehold Mortgagee or any other Person, (iv) to otherwise be bound by the provisions of this Restated Lease, including, without limitation, this Section 4.5. Notwithstanding clause (ii) of the foregoing sentence, such Permitted Leasehold Mortgage may provide that Depository will pay Real Estate Taxes directly to the appropriate taxing authority rather than remitting the same to Landlord pursuant to this Section 4.5. If such Permitted Leasehold Mortgage provides that Depository will pay Real Estate Taxes directly to the appropriate taxing authority, then Tenant shall (x) use commercially reasonable efforts to obtain and furnish to Landlord proof, reasonably satisfactory to Landlord, of payment by Depository of Real Estate Taxes and (y) furnish to Landlord copies of any checks that Tenant sends to Depository on account of Real Estate Taxes or other evidence of payment thereof, except to the extent that a lockbox or similar arrangement is then in effect such that such amounts are automatically deposited with Depository.

                               4.6 Direct Payment by Landlord. If any Imposition or other item of Rent is required to be paid directly by Landlord, then Landlord shall appoint as Landlord’s attorney in fact (1) Depository for the purpose of making any such payment of Real Estate Taxes if Depository is entitled to make such payments directly pursuant to the provisions of Section 4.5, and (2) Tenant for the purpose of making any such payment of any other Imposition or other item of Rent. Notwithstanding the foregoing, if the person entitled to receive such payment refuses to accept it from Depository or Tenant, as applicable, then Depository or Tenant, as applicable, shall give Landlord Notice of such fact and shall remit payment of such Imposition or other item of

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Rent to Landlord in a timely manner accompanied by reasonable instructions as to the further remittance of such payment. Landlord shall with reasonable promptness comply with the Depository’s or Tenant’s, as applicable, reasonable instructions and shall Indemnify Depository or Tenant, as applicable, against Landlord’s failure to do so.

                               4.7 Tax Lots. In the event that any Property does not constitute a single parcel separate and apart from any other land for the purpose of Real Estate Taxes, Landlord shall use its reasonable best efforts to allocate such Real Estate Taxes on an equitable basis between or among the occupants or users of the parcel that contains such Property, unless such allocation has been made by a Third Party Lessor.

                               4.8 Utilities. Tenant shall pay all fuel, gas, light, power, water, sewage, garbage disposal, telephone and other utility charges, and the expenses of installation, maintenance, use and service in connection with the foregoing, relating to the Premises during the Term.

                    5. USE.

                              Tenant may use each Property demised hereunder for a gasoline service station/convenience store, for the storage and distribution of petroleum products, and/or for any other lawful purpose, including without limitation, any use that may exist on any such Property as of the Restatement Effective Date, subject to any restrictions contained in a Third Party Lease. In using the Premises, Tenant shall comply, in all material respects, with all restrictions and mandates set forth in the Permitted Exceptions and the Third Party Leases, where applicable. Notwithstanding the foregoing, to the extent that any failure to fully comply in all respects with a restriction or mandate set forth in a Third Party Lease would cause a default to occur under such Third Party Lease, Tenant shall fully comply with such restriction or mandate, except as specifically provided in Section 25.2. Tenant shall not have any obligation to actually operate any Property or otherwise conduct business of any nature thereon, and Tenant may discontinue operation of any Property at any time or from time to time, except as may be required under a Third Party Lease. Landlord shall in no event declare that Tenant has committed a Default under this Article of this Restated Lease by reason of Tenant continuing to use such Property in the same manner as such Property is being used on the Restatement Effective Date. Notwithstanding the foregoing, nothing contained herein shall be deemed to in any way affect Landlord’s right to declare that Tenant has committed a Default hereunder to the extent that, as a result of a change in Law subsequent to the Restatement Effective Date, Tenant’s then current use of any Property becomes unlawful, and Tenant continues to operate such Property for such use after such change in Law becomes effective.

                     6. COMPLIANCE WITH LAW.

                               Except as otherwise expressly set forth in Section 7.6, Section 9.1, Article 25 and the Environmental Agreement, Tenant shall during the Term, at Tenant’s expense: (a) observe and comply with all Laws affecting each Property in all material respects; (b) procure every material permit, license, certificate or other authorization required in connection with the lawful and proper maintenance, operation, use and occupancy of each Property or required in connection

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with any Construction Work or Improvements erected thereon; and (c) comply with all such permits, licenses, certificates and other authorizations in all material respects. Notwithstanding the foregoing, Tenant shall have the right to contest any such Laws in accordance with this Restated Lease.

                     7. MAINTENANCE AND ALTERATIONS.

                               7.1 Obligation to Maintain. During the Term, Tenant shall, except as otherwise expressly provided in this Restated Lease, keep and maintain the Premises and each Property in good order, condition and repair in all material respects, subject to Casualty and Condemnation (governed by separate applicable provisions of this Restated Lease), reasonable wear and tear, and any other conditions that this Restated Lease does not require Tenant to repair. Tenant’s obligations to maintain the Premises in the manner set forth in the preceding sentence shall extend to all repairs that any Property (including plumbing, heating, air conditioning, ventilating, electrical, lighting, walls, roof, foundations, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences and signs located in, on or at such Property, together with any sidewalks adjacent to such Property) may require from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, including such repairs as may be required by conditions in existence at the Commencement Date, except as otherwise provided in the Environmental Agreement and in Section 25.2, and those Tenant is obligated to perform under Section 7.6.

                               7.2 Tenant’s Right to Perform Alterations. Tenant shall have the right, at Tenant’s sole cost and expense and subject to the provisions of any Third Party Lease, at any time and from time to time during the Term of this Restated Lease, to construct, alter, repair, remodel and/or replace any and all Improvements on any Property and to demolish, raze or otherwise remove the same, provided that, unless Landlord consents, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall be obligated to rebuild Improvements at such Property (a) at least equal in value to the amortized or depreciated cost of the Improvements so demolished, razed, or removed, as such amortized or depreciated cost is set forth on the most recent financial statements of Landlord then available; and (b) of the same type, nature and quality as those that have been demolished, removed, or razed, unless Tenant’s decision to rebuild on such Property Improvements of a different type, nature or quality is commercially reasonable under the circumstances. Except as provided in the immediately preceding sentence, Tenant shall not be obligated to re-erect any outbuildings, recreational facilities, service buildings, maintenance sheds or the like which are not material to the use and operation of such Property. All Tenant Improvements shall be and remain the property of Tenant throughout the Term and Tenant shall retain all rights to depreciation and/or amortization deductions and tax credits arising from ownership thereof. Such Tenant Improvements (subject to the reversionary interest of Landlord, the Power Test Lessor, the Leemilt’s Lessor, the Gettymart Lessor and/or the Third Party Lessors therein) shall be considered a part of Tenant’s Leasehold Estate for purposes of Articles 13 and 14. However, upon the Termination Date, title to such Tenant Improvements shall be deemed to be and become part of the realty and the sole and absolute property of Landlord (or the applicable Third Party Lessor, the Power Test Lessor, the Leemilt’s Lessor, or the Gettymart Lessor, as the case may be) as of the Termination Date and shall be surrendered to Landlord at that time, free and clear of the liens of mortgages, deeds of

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trust, liens of mechanics, laborers or materialmen, and all other liens and encumbrances other than (a) any such liens and encumbrances incurred by Landlord arising from Landlord’s actions or the actions of any Third Party Lessor, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor, and (b) any easements or similar rights burdening such Tenant Improvements the creation of which Landlord, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor, shall have consented to in writing. Upon an early termination of this Restated Lease, if Leasehold Mortgagee exercises its right to obtain a new lease and obtains such new lease pursuant to the provisions of Section 26.6 hereof, then title to such Tenant Improvements shall not vest in Landlord if a new lease is given to a Permitted Leasehold Mortgagee (or its nominee or designee) as provided for in Section 26.6, but shall vest in Leasehold Mortgagee (or its nominee or designee), and its successors and assigns as tenant permitted hereunder, who shall have the right to depreciation and/or amortization deductions and tax credits arising from ownership of such Tenant Improvements but title to such Tenant Improvements shall vest in Landlord upon termination of such new lease. Tenant shall perform all Construction Work in a good, professional, safe, and workmanlike manner, using licensed and insured contractors and otherwise in compliance with Law.

                               7.3 Plans and Specifications. To the extent that Tenant performs or causes to be performed any Construction Work and obtains plans and specifications or surveys (including working plans and specifications and “as-built” plans and specifications and surveys) for such Construction Work, Tenant shall promptly upon Landlord’s request provide Landlord, for Landlord’s information only, with a true and complete copy of such plans and specification(s) or survey(s), subject to the terms of any agreement between Tenant and the applicable outside architect, engineer or surveyor. Tenant shall exercise reasonable efforts to cause its agreements with such outside professionals to permit the deliveries described in this Section.

                               7.4 Excavations. If an excavation shall be made (or authorized) upon land adjacent to the Land, then at Tenant’s election Tenant shall either: (a) afford to the person causing or authorized to cause such excavation, license to enter the applicable Property, in accordance with Tenant’s reasonable instructions, to perform such work as such person shall reasonably deem necessary or desirable, and as Tenant shall reasonably approve, to preserve and protect the applicable Property from injury or damage and to support the same by proper foundations, or (b) perform or cause to be performed, without cost or expense to Landlord in its capacity as Landlord under this Restated Lease, work of the nature described in clause (a) to the extent reasonably necessary under the circumstances. Tenant shall not, by reason of any excavations or work described in this Section, have any claim against Landlord in its capacity as Landlord under this Restated Lease for damages or for indemnity or for suspension, diminution, abatement or reduction of any Rent or any claim against the owner of any Fee Estate subject to a Third Party Lease or a Power Test Lease with respect to the same.

                               7.5 Cooperation by Landlord. Upon Tenant’s request, subject to the provisions of any Permitted Exception, or any Third Party Lease, Landlord shall, without cost to Landlord, promptly join in and execute and cause the Leemilt’s Lessor, the Power Test Lessor and the Gettymart Lessor to join in and execute (or assist Tenant in obtaining the requisite consent of a Third Party Lessor) any instruments including, but not limited to, applications for building permits, demolition permits, alteration permits, consents, zoning, rezoning or use

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approvals, amendments and variances, easements, encumbrances, and/or liens (excluding Mortgages) against any Property (Fee Estate and Leasehold Estate), and such other instruments as Tenant may from time to time request in connection with Construction Work or to enable Tenant from time to time to use and operate the Premises in accordance with this Restated Lease, provided each of the foregoing is in reasonable and customary form and does not cause the Fee Estate or Landlord’s leasehold interest in any Fee Estate owned by a Third Party Lessor, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor to be encumbered as security for any obligation and does not otherwise expose the Fee Estate or Landlord’s leasehold interest in any Fee Estate owned by a Third Party Lessor, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor, to any material risk of forfeiture during or after the Term or any liens, encumbrances or easements subsequent to Term. Tenant shall reimburse Landlord’s Legal Costs and all other actual out-of-pocket costs incurred by Landlord in performing under this Section.

                               7.6 USTs. Landlord shall complete UST Upgrades for each of the USTs at the Properties set forth on Schedule 2 and, to the extent required by Law, the Property set forth on Exhibit C. Tenant shall be responsible for all repair, maintenance, replacement and removal of all USTs listed on Schedule 2 for which UST Upgrades have been completed and all other USTs at the Premises, except Tenant shall not be responsible for the removal or closure in place of the USTs at the Property set forth on Exhibit C. At the time that an UST Upgrade is completed at a particular Property set forth in Schedule 2 and Exhibit C, except for Landlord’s obligations under Section 9.1 to Remediate, if any, Landlord shall no longer have any responsibility or obligation with respect to such UST and Tenant shall be solely responsible therefor. In the event that Tenant exercises the Renewal Option in the First Renewal Term for the Premises pursuant to the express provision of Section 2.1, on or before the first day of such First Renewal Term, Landlord shall by a Bill of Sale (containing a representation by Landlord that it has complied with its UST Upgrade obligations under this Restated Lease) transfer the USTs under the Properties listed on Exhibit C (to the extent such USTs have not already been removed from such Properties) and Schedule 2 to Tenant for nominal consideration, except the foregoing shall not apply to any USTs owned by any Third Party Lessor.

                     8. PROHIBITED LIENS.

                               8.1 Tenant’s Covenant. If at any time during the Term, whether during the period of construction or reconstruction of buildings, or at any other time, any Prohibited Liens shall be filed against any Property or any part thereof relating to work authorized or approved by Tenant or Subtenant or their respective agents, contractors, or employees in respect of such Property, Tenant shall, at its expenses cause the same to be discharged, by payment, bonding or otherwise as provided by Law, within forty-five (45) days after Tenant receives Notice from Landlord that the Prohibited Lien was filed (but in any case within fifteen (15) days after receipt of Notice from Landlord of commencement of foreclosure proceedings), except for such liens that may have been incurred by Landlord arising from Landlord’s, a Third Party Lessor’s, the Leemilt’s Lessor’s, the Power Test Lessor’s or the Gettymart Lessor’s actions. Nothing herein contained shall in any way prejudice the rights of Tenant to contest to final judgment or decree any such Prohibited Lien prior to payment thereof pursuant to the provisions of Article 11 hereof. The mere existence of a Prohibited Lien shall not be construed as a Non-Material Default under this Restated Lease unless Tenant fails to take action as aforesaid. Should a Prohibited Lien be

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filed against the Premises or any Property as a result of the actions of Landlord, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor, Landlord shall, at its sole cost and expense, likewise cause such Prohibited Lien to be cleared of record.

                               8.2 Protection of Landlord. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the Fee Estate or Landlord’s leasehold interest in any Fee Estate subject to a Third Party Lease, the Leemilt’s Lease, a Power Test Lease, or the Gettymart Lease. Nothing in this Restated Lease shall be deemed or construed in any way to constitute Landlord’s consent or request, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer, equipment or material supplier for the performance of any labor or the furnishing of any materials or equipment for any improvement, alteration or repair of, or to, any Property, or any part thereof, nor as giving Tenant any right, power or authority to contract for, or permit the rendering of, any services, or the furnishing of any materials that would give rise to the filing of any liens against the Fee Estate or Landlord’s leasehold interest in any Fee Estate subject to a Third Party Lease, the Leemilt’s Lease, or a Power Test Lease, or the Gettymart Lease. Nothing contained in the preceding sentence shall be deemed to require Landlord’s consent to such matters. Tenant shall Indemnify Landlord against any Construction Work performed on any Property for or by Tenant, including any Prohibited Lien arising from such Construction Work performed by or on behalf of Tenant or Subtenant or their respective agents, contractors, or employees.

                     9. ENVIRONMENTAL MATTERS.

                               9.1 Landlord Remediation. Landlord shall, at Landlord’s expense, Remediate the Contamination at or emanating from the Properties set forth on Schedule 3 and any Contamination resulting from the UST Upgrades at the Properties set forth on Schedules 2 and Exhibit C. Landlord’s obligation to Remediate Contamination at any of the Properties on Schedule 2, Schedule 3 and Exhibit C shall continue until Closure is obtained for the particular Properties. Landlord shall be entitled to the benefit of any government reimbursement funds that may be available for such Remediation of Contamination by Landlord. Landlord or its agents shall control administrative efforts to recover such reimbursement at Landlord’s sole cost and expense.

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                               9.2 Tenant Obligations. Except for those particular obligations of Landlord set forth in Sections 7.6, 9.1 and 25.3 herein and set forth in the Environmental Agreement, Tenant shall, except as provided in Section 25.3, be solely responsible, at its own cost and expense, for compliance with all Environmental Laws applicable to the Premises after the Commencement Date of the 1997 Master Lease. Tenant shall be solely responsible, at its own cost and expense, for any Remediation required by the applicable Government resulting from Remediation limits changed after Closure has been completed at any of the Properties on Schedule 2, Schedule 3 and Exhibit C. The obligations of Tenant set forth in this Section 9.2 shall survive the expiration or earlier termination of this Restated Lease.

                     10. INDEMNIFICATION; LIABILITY OF LANDLORD.

                               10.1 Mutual Indemnity Obligations. Landlord and Tenant shall each Indemnify the other against: (a) any wrongful act, wrongful omission or negligence of the Indemnitor (and, in the case of (i) Tenant, that of any of Tenant’s Subtenants, and Tenant’s and any of their respective partners, directors, officers, members, contractors, employees, agents, licensees and invitees; and (ii) Landlord, that of the Leemilt’s Lessor, the Power Test Lessor, the Gettymart

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Lessor and their respective partners, directors, officers, members, contractors, employees, agents, licensees and invitees); and (b) any breach or Default by the Indemnitor under this Restated Lease or the Environmental Agreement. In addition to and without limiting the generality of the foregoing indemnity, Tenant shall Indemnify Landlord and Realty Parent (and with respect to clause (y) below, Third Party Lessors, the Leemilt’s Lessor, the Power Test Lessor, and the Gettymart Lessor) against all the following matters (except to the extent any claim arises from any wrongful act, wrongful omission or negligence of Landlord, Realty Parent, any Third Party Lessor, the Leemilt’s Lessor, the Power Test Lessor, or the Gettymart Lessor) relating to: (t) any Remediation of New Contamination for which Tenant is obligated pursuant to Section 9.1 and for breach of Tenant’s obligations to comply with Environmental Laws pursuant to Section 9.2; (u) the operation or occupancy of any Property; (w) any Construction Work performed during the Term; (x) the condition of any Property or any street, curb or sidewalk adjoining such Property, whether or not such condition existed before the Restatement Effective Date; or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Premises whether or not such condition existed before the Restatement Effective Date; (y) any accident, injury or damage whatsoever caused to any person or their property occurring during the Term, in or on the Premises or upon or under the sidewalks adjoining such Property; and (z) any wrongful termination of a Sublease. Notwithstanding the foregoing, Tenant shall have no obligation to Indemnify Realty Parent if (a) a conflict of interest exists such that the use of a single counsel to represent both Realty Parent and Landlord is not advisable, (b) the claims and defenses available to Realty Parent and Landlord with respect to any such claim are not substantially identical, and (c) the inclusion of Realty Parent as an Indemnitee would cause Tenant to incur more than a de minimis amount of additional cost or expense in discharging its indemnification obligations pursuant to this Article. In addition, Landlord shall Indemnify Tenant and Marketing Parent for (i) any UST Upgrade Landlord is obligated to perform pursuant to Section 7.6, (ii) any Remediation of Contamination for which Landlord is obligated under Section 9.1, and (iii) any matter whatsoever relating to the Abandoned Properties, including, without limitation, compliance with Environmental Laws. Notwithstanding the foregoing, Landlord shall have no obligation to Indemnify Marketing Parent if (a) a conflict of interest exists such that the use of a single counsel to represent both Marketing Parent and Tenant is not advisable, (b) the claims and defenses available to Marketing Parent and Tenant with respect to any such claim are not substantially identical, or (c) the inclusion of Marketing Parent as an Indemnitee would cause Landlord to incur more than a de minimis amount of additional cost or expense in discharging its indemnification obligations pursuant to this Article. Notwithstanding anything to the contrary in this Restated Lease, neither party shall be required to Indemnify the other party from or against such other party’s intentional acts or negligence.

                              10.2 Liability of Landlord. Except with respect to the obligations of Landlord pursuant to the Environmental Agreement and Sections 7.6 and 9.1 hereof, Tenant shall be deemed to be in exclusive control and possession of the Premises during the Term as provided in this Restated Lease. Landlord shall not be liable for any injury or damage to any Property or to any Person occurring on or about any Property nor for any injury or damage to any property of Tenant, or of any other person, during the Term, unless caused by Landlord’s, the Leemilt’s Lessor’s, the Power Test Lessor’s, or the Gettymart Lessor’s wrongful acts and/or omissions or acts of negligence or a breach of Landlord’s obligations under this Restated Lease either by

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Landlord, the Leemilt’s Lessor, the Power Test Lessor, the Gettymart Lessor or any of their respective agents, employees, contractors, licensees or invitees. The provisions of this Restated Lease permitting Landlord to enter and inspect any Property are intended to allow Landlord to be informed as to whether Tenant is complying with the agreements, terms, covenants and conditions of this Restated Lease, and to the extent permitted by this Restated Lease, to perform such acts required by Landlord under this Restated Lease and of Tenant if Tenant shall fail to perform. Such provisions shall not be construed to impose upon Landlord any obligation, liability or duty to third parties, but nothing in this Restated Lease shall be construed to exculpate, relieve or Indemnify Landlord from or against any obligation, liability or duty of Landlord to third parties existing at or before the applicable Commencement Date or its obligations arising under Sections 7.6 or 9.1 hereof or the Environmental Agreement.

                              10.3 Indemnification Procedures. Wherever this Restated Lease requires an Indemnitor to Indemnify an Indemnitee, the following procedures and requirements shall apply:

                              10.4 Insurance Proceeds. The Indemnitor’s obligations shall be reduced by net insurance proceeds actually collected by the Indemnitee on account of the loss.

                              10.5 Survival. All indemnities set forth in this Restated Lease shall survive the expiration or earlier termination of this Restated Lease but each such indemnity shall in no event survive the earlier to occur of the following: (a) the seventh (7th) anniversary of the Termination Date, and (b) the date when the time period set forth in the statute of limitations applicable to the subject matter of such indemnity has run.

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                    11. RIGHT OF CONTEST.

                              11.1 Tenant’s Right. Notwithstanding anything to the contrary in this Restated Lease, and subject to the terms of Third Party Leases, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of any Property for purposes of Real Estate Taxes; the validity of any Law or Environmental Law or the application of any Law or Environmental Law to any Property; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Restated Lease (any of the foregoing, a “Contest”). Tenant may defer payment of the contested Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of the Contest, provided that such deferral does not subject (a) the applicable Property or any portion thereof to any risk of imminent forfeiture or foreclosure of any Fee Mortgage, or (b) Landlord to any risk of criminal liability.

                              11.2 Landlord’s Obligations and Protections. Landlord shall not be required to join in any Contest unless a Law or Environmental Law shall require that such Contest be brought in the name of Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant, as Tenant shall reasonably request, so as to (a) permit such Contest to be brought in Landlord’s or the Power Party Lessor’s name, as applicable, or (b) in the case of a Property owned by a Third Party Lessor, request that such Contest be brought in such Third Party Lessor’s name. Tenant shall pay all reasonable costs and expenses (including Legal Costs) incident to a Contest. Tenant shall Indemnify Landlord, the Power Test Lessor, the Leemilt’s Lessor, the Gettymart Lessor and the Third Party Lessors against any Contest brought by Tenant, whether or not such Contest is brought in Tenant’s name.

                              11.3 Miscellaneous. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s Contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such Contest to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final determination of Tenant’s Contest of a Law or Environmental Law, as applicable, Tenant shall comply with such final determination. Landlord shall not enter any objection to any Contest. Tenant’s right to contest any Imposition or the valuation, assessment or reassessment of any Property for tax purposes shall not be to the exclusion of Landlord, and Landlord shall have the right to contest the foregoing upon Notice to Tenant.

                              11.4 Cooperation. Landlord and Tenant shall, upon request of the other, reasonably cooperate with the other party and otherwise provide such data as are maintained by the party to whom the request is made with respect to any Property as may be necessary to prepare any required returns and reports or as may be necessary in connection with the pursuit of any Contest permitted hereunder. Landlord shall cause the Power Test Lessor, the Leemilt’s Lessor, and the Gettymart Lessor to and shall request that any Third Party Lessors, upon Tenant’s request, reasonably cooperate with Tenant and otherwise provide the data referred to in the preceding sentence with respect to any Property subject to a Power Test Lease, the Leemilt’s

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Lease, the Gettymart Lease or a Third Party Lease, as applicable. Landlord, to the extent it possesses the same, and Tenant, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property or necessary in connection with the pursuit of any Contest permitted hereunder. Landlord will cause the Power Test Lessor, the Leemilt’s Lessor, and the Gettymart Lessor, to the extent such parties possesses the same, and will request that the applicable Third Party Lessor, to the extent such Third Party Lessor possesses the same, provide Tenant, upon request, with the records referred to in the preceding sentence with respect to any Property subject to a Power Test Lease, the Leemilt’s Lease, the Gettymart Lease or Third Party Lease, as applicable. Landlord shall give and shall cause the Power Test Lessor, the Leemilt’s Lessor and the Gettymart Lessor to give prompt Notice to Tenant of all Real Estate Taxes payable by Tenant hereunder for which Landlord, the Leemilt’s Lessor, the Power Test Lessor, the Gettymart Lessor, as applicable, receives an invoice or other statement. Landlord shall request that each Third Party Lessor give prompt Notice to Tenant of all Real Estate Taxes payable by Tenant hereunder for which such Third Party Lessor receives an invoice or other statement. All information made available under this Section 11.4 shall be treated as “confidential” by the recipient and not be disclosed to any third party except to the extent absolutely necessary to implement such permitted Contest.

                    12. INSURANCE.

                              12.1 Tenant to Insure. Tenant shall, at Tenant’s sole cost and expense, during the Term, maintain the following insurance (or its then reasonably available equivalent) or such greater coverage as may be required by a Third Party Lease: