TAX SHARING AGREEMENT

EXHIBIT 10.9 FORM OF TAX SHARING AGREEMENT BETWEEN GETTY PETROLEUM CORP (NOW KNOWN AS GETTY. PROPERTIES CORP.) AND GETTY PETROLEUM MARKETING INC.

TAX SHARING AGREEMENT

          TAX SHARING AGREEMENT, dated as of      , 1997, among Getty Petroleum Corp., a Delaware corporation (“Getty”), Getty Petroleum Marketing Inc., a Maryland corporation (“Marketing”), and their direct and indirect subsidiaries which are listed on the signature pages below. References herein to a “party” (or “parties”) to this Agreement, shall refer to Getty, Marketing and, where appropriate and the context so requires, their subsidiaries.

          WHEREAS, Getty and its subsidiaries have joined in the filing of consolidated federal Tax Returns and certain consolidated, combined or unitary state or local Tax Returns; and

          WHEREAS, Getty and Marketing have entered into that certain Reorganization and Distribution Agreement, dated as of the date hereof (the “Distribution Agreement”), pursuant to which Getty will distribute all of the outstanding common stock in Marketing to its stockholders in a transaction intended to qualify for tax-free treatment under section 355 of the Code (the “Spin-off”); and

          WHEREAS, pursuant to the Distribution Agreement, Marketing and its subsidiaries will leave the Pre-Spin-off Group; and

          WHEREAS, in connection with the Spin-off, Getty will change its name to Getty Realty Corp. (“Realty”) and will be referred to herein as Getty or Realty, as the context requires; and

          WHEREAS, the parties hereto wish to provide for (i) allocations of, and indemnifications against, certain liabilities for Taxes, (ii) the preparation and filing of Tax Returns on a basis consistent with prior practice and the payment of Taxes with respect thereto, and (iii) certain related matters;

          NOW THEREFORE, in consideration of their mutual promises, the parties hereby agree as follows:

          When used herein the following terms shall have the following meanings:

          “Affiliate” — with respect to any corporation (the “given corporation”), each person, corporation, partnership or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the given corporation. For purposes of this definition, “control” means the possession, directly or indirectly, of 50% or more of the voting power or value of outstanding voting interests.

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          “Affiliated Group” — an affiliated group of corporations within the meaning of section 1504(a) of the Code for the Taxable Period or, for purposes of any state income tax matters, any consolidated, combined or unitary group of corporations within the meaning of the corresponding provisions of tax law for the state in question.

          “Closing” — the time at which the Spin-off shall become effective on the Closing Date.

          “Closing Date” — the date on which the Spin-off is effected by Getty.

          “Code” — the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the Taxable Year in question.

          “Combined Jurisdiction” — for any Taxable Period, any state, local or foreign jurisdiction in which Getty or a Getty Affiliate is included in a consolidated, combined, unitary or similar return with Getty or any Getty Affiliate for state or local Tax purposes.

          “Distribution Agreement” — as defined in the preamble to this Agreement.

          “Final Determination” — (i) a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (ii) a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or comparable agreements under the laws of other jurisdictions; (iii) any other final settlement with the IRS or other Taxing Authority; or (iv) the expiration of an applicable statute of limitations.

          “Getty”— as defined in the preamble to this Agreement.

          “Information Return(s)” — with respect to any corporation or Affiliated Group, any and all reports, returns, declarations or other filings (other than Tax Returns) required to be supplied to any Tax Authority.

          “IRS” — the Internal Revenue Service.

          “Marketing” — as defined in the preamble to this Agreement.

          “Marketing Group” — Marketing and each corporation that joins with Marketing in filing a consolidated federal income tax return for any Post-Closing Taxable Period. For purposes of this Agreement, the Marketing Group shall exist from the beginning of the day immediately after the Closing Date.

          “Marketing Member” — a corporation that was a Pre-Spin-off Member and becomes a member of the Marketing Group at the beginning of the day immediately after the Closing Date.

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          “Net Tax(es)” — Taxes (as defined herein) less any related interest or penalty attributed to such Taxes.

          “Overdue Rate” — a rate of interest per annum that equals the 30-day LIBOR rate plus 400 basis points.

          “Post-Closing Straddle Period” — with respect to any Straddle Period, the period beginning on the day after the Closing Date and ending on the last day of such Taxable Year.

          “Post-Closing Taxable Period” — a Taxable Year that begins on or after the day immediately after the Closing Date.

          “Pre-Closing Straddle Period” — with respect to any Straddle Period, the period beginning on the first day of such Taxable Year and ending on the close of business on the Closing Date.

          “Pre-Closing Taxable Period” — a Taxable Year that ends at or before the close of business on the Closing Date.

          “Preliminary Transactions” — those certain transactions occurring on or before the Closing Date that are described as “Preliminary Transactions” in the request for rulings filed with the IRS, dated as of March 12, 1996, as supplemented by subsequent submissions.

          “Pre-Spin-Off Affiliate” — any Affiliate of any Pre-Spin-Off Member.

          “Pre-Spin-off Group” — Getty and each corporation that joined with Getty in filing a consolidated federal income tax return for any Pre-Closing Taxable Period. For purposes of this Agreement, the Pre-Spin-off Group shall terminate at the close of business on the Closing Date.

          “Pre-Spin-off Member” — a corporation that was a member of the Pre-Spin-off Group at the close of business on the Closing Date.

          “Realty” — as defined in the preamble to this Agreement.

          “Realty Group” — Realty and each corporation that joins with Realty in filing a consolidated federal income tax return for any Post-Closing Taxable Period. For purposes of this Agreement, the Realty Group shall exist from the beginning of the day immediately after the Closing Date.

          “Realty Member” — a corporation that was immediately before the Spin-off a Pre-Spin-off Member and becomes a member of the Realty Group at the beginning of the day immediately after the Closing Date.

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          “Representative” — with respect to any person or entity, any of such person’s or entity’s directors, officers, employees, agents, consultants, accountants, attorneys and other advisors.

          “Separate Return Basis” — the Tax liability for the Marketing Group (or any Marketing Member) calculated with Marketing as the common parent of the Affiliated Group and without regard to any Realty Members.

          “Spin-off” — as defined in the Preamble to this Agreement.

          “Straddle Period” — any Taxable Year beginning before and ending after the close of business on the Closing Date.

          “Tax(es)” — with respect to any corporation or group of corporations, any and all taxes based upon or measured by net income, gross income, gross receipts (when levied in lieu of an income tax) or alternative minimum taxable income, capital or net worth, or motor fuel taxes, regardless of whether denominated as an “income tax,” a “franchise tax” or otherwise, imposed by any Taxing Authority, whether any such tax is imposed directly or through withholding, together with any interest and any penalty, addition to tax or additional amount.

          “Taxable Period” — a Pre-Closing Taxable Period, a Post-Closing Taxable Period or a Straddle Period.

          “Taxable Year” — a taxable year (which may be shorter than a full calendar or fiscal year), year of assessment or similar period with respect to which any Tax may be imposed.

          “Tax Benefit(s)” — (i) in the case of a Tax for which a consolidated federal, or a consolidated, combined or unitary state or other, Tax Return is filed, the amount by which the Tax liability of the Affiliated Group or other relevant group of corporations is actually reduced on a “with and without” basis (by deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, as an adjustment to taxable income in any other Taxable Year or as a carryforward or carryback, and including the effect of such reduction on other Taxes), plus any interest received with respect to any related Tax refund, and (ii) in the case of any other Tax, the amount by which the Tax liability of a corporation is actually reduced on a “with and without” basis (as a result of a deduction, entitlement to refund, credit, offset or otherwise, whether available in the current Taxable Year, or as an adjustment to taxable income in any other Taxable Year or as a carryforward or carryback, and including the effect of such reduction on other Taxes), plus any interest received with respect to any related Tax refund.

          “Taxing Authority” — the IRS and any other domestic or foreign governmental authority responsible for the administration of any Tax.

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          “Tax Practices” — the most recently applied policies, procedures and practices employed by the Pre-Spin-off Group in the preparation and filing of, and positions taken on, any Tax Returns of Getty or any Pre-Spin-off Member or Pre-Spin-off Affiliate for any Pre-Closing Taxable Period.

          “Tax Return(s)” — with respect to any corporation or Affiliated Group, all returns, reports, estimates, information statements, declarations and other filings relating to, or required to be filed in connection with, the payments or refund of any Tax for any Taxable Period.

                    (a) Preparation and Filing of Tax Returns.

                              (i) By Realty. Realty shall prepare and timely file (or cause to be prepared and timely filed):

                                        (A) all Tax Returns and Information Returns of the Pre-Spin-off Group and any Pre-Spin-off Member that are required to be filed on or before the Closing Date (without regard to extensions of time);

                                        (B) all Tax Returns and Information Returns of the Pre-Spin- off Group and any Pre-Spin-off Member for all Pre-Closing Taxable Periods that are not required to be filed on or before the Closing Date (without regard to extensions of time);

                                        (C) all Tax Returns and Information Returns of the Realty Group and any Realty Member for all Straddle Periods and Post-Closing Taxable Periods; and

                                        (D) all Tax Returns and Information Returns with respect to Pre-Closing Taxable Periods or Straddle Periods not otherwise required to be filed by Realty or Marketing pursuant to this Section 2(a)(i) and Section 2(a) (ii).

                              (ii) By Marketing. Marketing shall prepare and timely file (or cause to be prepared and timely filed):

                                        all Tax Returns and Information Returns of the Marketing Group and any Marketing Member for all Straddle Periods and Post-Closing Taxable Periods.

                    (b) Provision of Filing Information. Each party shall cooperate and assist the other party in the preparation and filing of all Tax and Information Returns subject to Section 2(a) and submit to the other party (i) all necessary filing information in a manner consistent with past Tax Practices and (ii) all other information reasonably requested by the other party in connection with the preparation of such Tax and Information Returns promptly after such request.

                    (c) Taxable Year. Marketing and Realty agree that, for Tax purposes, (i) each Marketing Member shall be included in the consolidated federal Tax Return of the Pre-

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Spin-off Group for the Taxable Year of such Marketing Member that includes the close of business on the Closing Date (and in all corresponding consolidated, combined or unitary state or other Tax Returns of the Pre-Spin-off Group) and (ii) the Marketing Group and each Marketing Member shall begin a new Taxable Year for purposes of such federal and, to the extent permitted by law, state Taxes on the day after the Closing Date. The parties further agree that, to the extent permitted by applicable law, all federal, state or other Tax Returns shall be filed consistently with that position.

                    (d) Straddle Period Taxes.

                              (i) For purposes of this Agreement, Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods under a method selected by Realty (including a ratable method) permitted under applicable law.

                              (ii) Realty shall pay to Marketing within fourteen (14) days after receipt of an executed Straddle Period Tax Return prepared by Marketing pursuant to Section 2(a)(ii), the excess of any amount so allocated (based on the amount of Tax shown on such Tax Return) to the Pre-Closing Straddle Period over the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date; or Marketing shall pay to Realty within fourteen (14) days after the filing of such Tax Return the excess of the amount of any estimated Taxes previously paid by any Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date over the amount so allocated to such Period.

                    (e