<SEQUENCE>3

<FILENAME>c58281ex99-2.txt

<DESCRIPTION>ENVIRONMENTAL INDEMNITY AGREEMENT DATED 11/2/00

<TEXT>



<PAGE>   1



                        ENVIRONMENTAL INDEMNITY AGREEMENT





This ENVIRONMENTAL INDEMNITY AGREEMENT (together with all Exhibits and Schedules

attached hereto, this "Indemnity Agreement"), effective as of the Restatement

Effective Date, is made and entered into as of November 2, 2000 between Getty

Properties Corp., a Delaware corporation, whose address is 125 Jericho Turnpike,

Jericho, New York 11753 (formerly known as Getty Realty Corp.,) (as further

defined hereinafter, "Landlord"), and Getty Petroleum Marketing Inc., a Maryland

corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 (as

further defined hereinafter, "Tenant")(together referred to as the "Parties").



                                    RECITALS



A.       Contemporaneously with this Indemnity Agreement, the Parties are

         executing that certain Consolidated, Amended and Restated Master Lease

         (the "Restated Master Lease") and related documents, pursuant to which

         Landlord leased to Tenant certain lands and subleased or sub-subleased

         to Tenant certain other lands, together with all right, title and

         interest of Landlord, if any, in and to certain improvements and

         appurtenances (together, the "Premises").



B.       Landlord and Tenant desire to allocate risks associated with certain

         liabilities, potential liabilities and responsibilities regarding the

         environmental condition of certain of the Properties.



         NOW, THEREFORE, in exchange for good and valuable consideration and of

the mutual covenants and agreements contained herein, and as a further

inducement to enter the Restated Master Lease, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:



SECTION I. DEFINITIONS.



1.       Any term not otherwise defined herein shall have the meaning assigned

         to such term in the Restated Master Lease. For purposes of this

         Indemnity Agreement, the following term shall have the following

         meaning.



         a.       "Highspire Petroleum Terminal Property" shall mean, for

                  purposes of this Indemnity Agreement, any and all land and

                  Improvements at the Highspire Petroleum Terminal, 911 South

                  Eisenhower, Middletown, Pennsylvania, except for the land and

                  Improvements that constitute the terminal loading rack at

                  which Tenant has rights to obtain fuel through operation of a

                  cardlock or similar access system.



SECTION II. LANDLORD'S REPRESENTATIONS AND WARRANTIES.



1.       Landlord represents and warrants to Tenant that, to the knowledge of

         Landlord, as of the date hereof, except for (i) those Service Station

         Properties listed on Exhibits D and E to the 1997 Master Lease,

         Schedules 2 and 3 and Exhibit C to the Restated Master Lease, and

         Schedule 12 and Schedule Z hereto, (ii) those Service Station

         Properties and Petroleum Terminal Properties listed on Schedule 7A and

         Schedule 7B to that certain Informational Side Letter of even date

         herewith between the parties hereto and on Schedule 3.1(r)(ii) to the

         Merger Agreement and (iii) those Service Station Properties and

         Petroleum Terminal Properties set forth in the July 31, 2000, Project

         Summary Binders:



<PAGE>   2



         a.       There are no material permits, licenses or other

                  authorizations for which Landlord is responsible that are

                  required with respect to the business, operations, assets or

                  current uses of the Service Station Properties or Petroleum

                  Terminal Properties under applicable Environmental Laws that

                  have not been obtained and complied with and are not otherwise

                  in full force and effect.



         b.       Except as authorized by the permits, licenses or Environmental

                  Law: (i) no Hazardous Substances are located on the Service

                  Station Properties or Petroleum Terminal Properties, nor have

                  Hazardous Substances been generated, treated, contained,

                  handled, located, used, manufactured, processed, buried,

                  incinerated, deposited, stored, discharged, refined, dumped,

                  disposed, or released on, under or about any part of the

                  Service Station Properties or Petroleum Terminal Properties by

                  Landlord or any previous owner, tenant, occupant, or user of

                  the Premises except as set forth on Schedule 3 to the Restated

                  Master Lease; and (ii) no Hazardous Substances have migrated

                  from or to the Service Station Properties or Petroleum

                  Terminal Properties upon, under or about other properties in

                  violation of any Environmental Laws.



         c.       Landlord has not received, and is not aware that there is

                  proposed or threatened, with respect to the Service Station

                  Properties or Petroleum Terminal Properties any written

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC