0000950123-11-049441.txt : 20110512 0000950123-11-049441.hdr.sgml : 20110512 20110512162108 ACCESSION NUMBER: 0000950123-11-049441 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20110331 FILED AS OF DATE: 20110512 DATE AS OF CHANGE: 20110512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GETTY REALTY CORP /MD/ CENTRAL INDEX KEY: 0001052752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 113412575 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13777 FILM NUMBER: 11836074 BUSINESS ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5163382600 MAIL ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 10-Q 1 c64627e10vq.htm FORM 10-Q e10vq
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-13777
GETTY REALTY CORP.
(Exact name of registrant as specified in its charter)
     
MARYLAND   11-3412575
     
(State or other jurisdiction of incorporation or   (I.R.S. Employer
organization)   Identification No.)
125 Jericho Turnpike, Suite 103
Jericho, New York 11753
(Address of principal executive offices)
(Zip Code)
(516) 478 – 5400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “larger accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large Accelerated Filer o   Accelerated Filer þ   Non-Accelerated Filer o (Do not check if a smaller reporting company)   Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Registrant had outstanding 33,394,175 shares of Common Stock, par value $.01 per share, as of May 10, 2011.
 
 

 


 

GETTY REALTY CORP.
INDEX
         
    Page Number
Part I. FINANCIAL INFORMATION
       
 
       
Item 1. Financial Statements (unaudited)
       
 
       
Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010
    1  
 
       
Consolidated Statements of Operations for the Three Months ended March 31, 2011 and 2010
    2  
 
       
Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2011 and 2010
    3  
 
       
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2011 and 2010
    4  
 
       
Notes to Consolidated Financial Statements
    5  
 
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    29  
 
       
Item 3 Quantitative and Qualitative Disclosures about Market Risk
    49  
 
       
Item 4. Controls and Procedures
    51  
 
       
Part II. OTHER INFORMATION
       
 
       
Item 1. Legal Proceedings
    51  
 
       
Item 1a. Risk Factors
    51  
 
       
Item 4. Other Information
    57  
 
       
Item 5. Exhibits
    58  
 
       
Signatures
    59  

 


 

Part I. FINANCIAL INFORMATION
     Item 1. Financial Statements
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
                 
    March 31,     December 31,  
    2011     2010  
 
ASSETS:
               
Real Estate:
               
Land
  $ 360,929     $ 253,413  
Buildings and improvements
    250,268       251,174  
 
           
 
    611,197       504,587  
Less — accumulated depreciation and amortization
    (146,046 )     (144,217 )
 
           
Real estate, net
    465,151       360,370  
Net investment in direct financing leases
    77,251       20,540  
Deferred rent receivable (net of allowance of $7,608 at March 31, 2011 and $8,170 at December 31, 2010)
    27,345       27,385  
Cash and cash equivalents
    23,422       6,122  
Recoveries from state underground storage tank funds, net
    3,982       3,966  
Note, mortgages and accounts receivable, net
    32,168       1,796  
Prepaid expenses and other assets
    21,233       6,965  
 
           
Total assets
  $ 650,552     $ 427,144  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY:
               
Borrowings under credit line
  $ 160,000     $ 41,300  
Term loan
    23,395       23,590  
Environmental remediation costs
    14,712       14,874  
Dividends payable
    16,111       14,432  
Accounts payable and accrued expenses
    33,423       18,013  
 
           
Total liabilities
    247,641       112,209  
 
           
Commitments and contingencies (notes 2, 3, 5 and 6)
               
Shareholders’ equity:
               
Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 33,394,175 at March 31, 2011 and 29,944,155 at December 31, 2010
    334       299  
Paid-in capital
    460,190       368,093  
Dividends paid in excess of earnings
    (57,029 )     (52,304 )
Accumulated other comprehensive loss
    (584 )     (1,153 )
 
           
Total shareholders’ equity
    402,911       314,935  
 
           
Total liabilities and shareholders’ equity
  $ 650,552     $ 427,144  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
                 
    Three months ended March 31,  
    2011     2010  
Revenues from rental properties
  $ 25,025     $ 22,449  
 
               
Operating expenses:
               
Rental property expenses
    3,486       3,216  
Impairment charges
    994        
Environmental expenses, net
    1,127       1,552  
General and administrative expenses
    4,885       2,338  
Depreciation and amortization expense
    2,325       2,391  
 
           
Total operating expenses
    12,817       9,497  
 
           
 
               
Operating income
    12,208       12,952  
 
               
Other income, net
    411       121  
Interest expense
    (1,319 )     (1,494 )
 
           
Earnings from continuing operations
    11,300       11,579  
 
               
Discontinued operations:
               
Earnings from operating activities
    18       16  
Gains on dispositions of real estate
    68       310  
 
           
Earnings from discontinued operations
    86       326  
 
           
Net earnings
  $ 11,386     $ 11,905  
 
           
 
               
Basic and diluted earnings per common share:
               
Earnings from continuing operations
  $ 0.35     $ 0.47  
Earnings from discontinued operations
  $ 0.00     $ 0.01  
Net earnings
  $ 0.35     $ 0.48  
 
               
Weighted-average shares outstanding:
               
Basic
    32,502       24,766  
Stock options and restricted stock units
    2       3  
 
           
Diluted
    32,504       24,769  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
                 
    Three months ended March 31,  
    2011     2010  
Net earnings
  $ 11,386     $ 11,905  
Other comprehensive income:
               
Unrealized gain on interest rate swap
    569       303  
 
           
Comprehensive income
  $ 11,955     $ 12,208  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
                 
    Three months ended March 31,  
    2011     2010  
 
Cash flows from operating activities:
               
Net earnings
  $ 11,386     $ 11,905  
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
               
Depreciation and amortization expense
    2,325       2,395  
Impairment charges
    994        
Gains from dispositions of real estate
    (68 )     (310 )
Deferred rental revenue, net of allowance
    40       (138 )
Amortization of above-market and below-market leases
    (135 )     (173 )
Amortization of investment in direct financing lease
    89       (73 )
Accretion expense
    136       165  
Stock-based employee compensation expense
    143       106  
Changes in assets and liabilities:
               
Recoveries from state underground storage tank funds, net
    63       (242 )
Accounts receivable
    (60 )     (63 )
Prepaid expenses and other assets
    240       (353 )
Environmental remediation costs
    (377 )     235  
Accounts payable and accrued expenses
    156       305  
 
           
Net cash flow provided by operating activities
    14,932       13,759  
 
           
 
               
Cash flows from investing activities:
               
Property acquisitions and capital expenditures
    (165,393 )     (1,500 )
Proceeds from dispositions of real estate
    116       639  
Decrease in cash held for property acquisitions
    60       1,124  
(Issuance) collection of note and mortgages receivable
    (30,312 )     34  
 
           
Net cash flow provided by (used in) investing activities
    (195,529 )     297  
 
           
 
               
Cash flows from financing activities:
               
Borrowings (repayments) under credit agreement, net
    118,700       (2,000 )
(Repayments) under term loan agreement
    (195 )     (195 )
Cash dividends paid
    (14,432 )     (11,842 )
Credit agreement origination costs
    (175 )      
Security deposits received
    2,010       72  
Net proceeds from issuance of common stock
    91,989        
 
           
Net cash flow provided by (used in) financing activities
    197,897       (13,965 )
 
           
 
               
Net increase in cash and cash equivalents
    17,300       91  
Cash and cash equivalents at beginning of period
    6,122       3,050  
 
           
Cash and cash equivalents at end of period
  $ 23,422     $ 3,141  
 
           
 
               
Supplemental disclosures of cash flow information
               
Cash paid (refunded) during the period for:
               
Interest
  $ 1,343     $ 1,441  
Income taxes, net
    65       74  
Recoveries from state underground storage tank funds
    (133 )     (206 )
Environmental remediation costs
    758       995  
The accompanying notes are an integral part of these consolidated financial statements.

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GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
     Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries (the “Company”). The Company is a real estate investment trust (“REIT”) specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. The Company manages and evaluates its operations as a single segment. All significant intercompany accounts and transactions have been eliminated.
     The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification, as amended (the “ASC”), as the sole reference source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Company adopted the codification during the quarter ended September 30, 2009 which had no impact on the Company’s financial position, results of operations or cash flows.
     Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires the Company’s management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. While all available information has been considered, actual results could differ from those estimates, judgments and assumptions. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, deferred rent receivable, net investment in direct financing lease, recoveries from state underground storage tank (“UST” or ‘USTs”) funds, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued expenses, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed.
     Discontinued Operations: The operating results and gains from certain dispositions of real estate sold in 2011 and 2010 are reclassified as discontinued operations. The operating results of such properties for the three months ended March 31, 2010 have also been reclassified to discontinued operations to conform to the 2011 presentation. Discontinued operations for the three months ended March 31, 2011 and 2010 are primarily comprised of gains or losses from property dispositions. The revenue from rental properties and expenses related to these properties are insignificant for the each of the three months ended March 31, 2011 and 2010.
     Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in the Company’s opinion, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the periods presented. These statements should be read in conjunction with the consolidated financial statements and related notes, which appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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     Earnings per Common Share: Basic earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of common shares in settlement of restricted stock units (“RSUs” or “RSU”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted-average number of common shares outstanding during the year. Diluted earnings per common share, also gives effect to the potential dilution from the exercise of stock options utilizing the treasury stock method.
                 
    Three months ended  
    March 31,  
(in thousands)   2011     2010  
 
Earnings from continuing operations
  $ 11,300     $ 11,579  
Less dividend equivalents attributable to restricted stock units outstanding
    (82 )     (56 )
 
           
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation
    11,218       11,523  
Discontinued operations
    86       326  
 
           
Net earnings attributable to common shareholders used for basic earnings per share calculation
  $ 11,304     $ 11,849  
 
           
 
               
Weighted-average number of common shares outstanding:
               
Basic
    32,502       24,766  
Stock options
    2       3  
 
           
Diluted
    32,504       24,769  
 
           
 
               
Restricted stock units outstanding at the end of the period
    171       118  
 
           
2. LEASES
     The Company leases or sublets its properties primarily to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services who are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses related to these properties. In those instances where the Company determines that the best use for a property is no longer as a retail motor fuel outlet, the Company will seek an alternative tenant or buyer for the property. The Company leases or subleases approximately twenty of its properties for uses such as fast food restaurants, automobile sales and other retail purposes. The Company’s 1,172 properties are located in 20 states across the United States with concentrations in the Northeast and Mid-Atlantic regions.
     As of March 31, 2011, Getty Petroleum Marketing Inc. (“Marketing”) leased from the Company, 813 properties. Eight hundred four of the properties are leased to Marketing under a unitary master lease (the “Master Lease”) and nine properties are leased under supplemental leases (collectively with the Master Lease, the “Marketing Leases”). The Master Lease has an initial term of 15 years commencing December 9, 2000, and provides Marketing with options for three renewal terms of ten years each and a final renewal option of three years and ten months extending to 2049 (or such shorter initial or renewal term as the underlying lease may provide). If Marketing elects to exercise any renewal option, Marketing is required to notify us of such election one year in advance of the commencement of the renewal term. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be for all of the properties subject of the Master Lease. The supplemental leases have initial terms of varying expiration dates. The Marketing Leases include provisions for 2.0% annual rent escalations. (See

- 6 -


 

note 8 for additional information regarding the portion of the Company’s financial results that are attributable to Marketing. See note 3 for additional information regarding contingencies related to Marketing and the Marketing Leases).
     The Company estimates that Marketing makes annual real estate tax payments for properties leased under the Marketing Leases of approximately $13,000,000. Marketing also makes additional payments for other operating expenses related to these properties, including environmental remediation costs other than those liabilities that were retained by the Company. These costs, which have been assumed by Marketing under the terms of the Marketing Leases, are not reflected in the Company’s consolidated financial statements.
     Revenues from rental properties included in continuing operations for the quarters ended March 31, 2011 and 2010 were $25,025,000 and $22,449,000, respectively, of which $15,171,000 and $15,147,000, respectively, were received from Marketing under the Marketing Leases and $9,632,000 and $6,927,000, respectively, were received from other tenants. Rent received and rental property expenses include $919,000 and $812,000 for the three months ended March 31, 2011 and 2010, respectively, for real estate taxes paid by the Company which were reimbursed by Marketing and other tenants. In accordance with GAAP, the Company recognizes rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented. As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or an average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under a direct financing lease using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property (the “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in continuing operations increased rental revenue by $222,000 for the quarter ended March 31, 2011, and $375,000 for the quarter ended March 31, 2010.
     The components of the $77,251,000 net investment in direct financing lease as of March 31, 2011, are minimum lease payments receivable of $185,456,000 plus unguaranteed estimated residual value of $10,828,000 less unearned income of $119,033,000.
3. COMMITMENTS AND CONTINGENCIES
     In order to minimize the Company’s exposure to credit risk associated with financial instruments, the Company places its temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A.
     As of March 31, 2011, the Company leased 813, or 69% of its 1,172 properties, on a long-term triple-net basis to Marketing. (See note 2 for additional information). The Company’s financial results are materially dependent upon the ability of Marketing to meet its rental, environmental and other obligations under the Marketing Leases. Marketing’s financial results depend on retail petroleum marketing margins from the sale of refined petroleum products and rental income from its subtenants. Marketing’s subtenants either operate their gas stations, convenience stores, automotive repair services or other businesses at the Company’s properties or are petroleum distributors who may operate the Company’s properties directly and/or sublet the Company’s properties to the operators. Since a substantial portion of the Company’s

- 7 -


 

revenues (59% for the three months ended March 31, 2011), are derived from the Marketing Leases, any factor that adversely affects Marketing’s ability to meet its obligations under the Marketing Leases may have a material adverse effect on the Company’s business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. (See note 8 for additional information regarding the portion of the Company’s financial results that are attributable to Marketing.)
     On February 28, 2011, OAO LUKoil (“Lukoil”), one of the largest integrated Russian oil companies, transferred its ownership interest in Marketing to Cambridge Petroleum Holding Inc. (“Cambridge”). The Company is not privy to the terms and conditions pertaining to this transaction between Lukoil and Cambridge and the Company does not know what type or amount of consideration, if any, was paid or is payable by Lukoil or its subsidiaries to Cambridge or by Cambridge to Lukoil or its subsidiaries in connection with the transfer. Although the Company believes that there are certain contractual relationships between Lukoil and its subsidiaries and Marketing, the Company has not confirmed the existence of such agreements and the Company does not know the terms and conditions of such agreements or the scope or extent of any ongoing contractual or business relationships between Lukoil or its subsidiaries and Cambridge or its subsidiaries, including Marketing.
     The Company did not believe that while Lukoil owned Marketing Lukoil would allow Marketing to fail to meet its obligations under the Marketing Leases. However, there can be no assurance that Cambridge will have the capacity to provide capital or financial support to Marketing or will provide or arrange for the provision of additional capital investment or financial support to Marketing in the future that Marketing may require to perform its obligations under the Marketing Leases. The Company cannot predict what impact the transfer of Marketing may have the Company’s business. Without financial support, it is possible that Marketing may file for bankruptcy protection and seek to reorganize or liquidate its business. It is also possible that Marketing may take other actions in addition to seeking to modify the terms of the Marketing Leases.
     From time to time when it was owned by Lukoil, the Company held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These discussions did not result in a common understanding with Marketing that would form a basis for modification of the Marketing Leases. After Lukoil’s transfer of its ownership of Marketing to Cambridge, the Company commenced discussions with Marketing’s new owners and management. Although Marketing’s new management has indicated a desire to reduce the number of properties its leases from the Company under the Marketing Leases in an effort to improve Marketing’s financial results, such discussions are currently ongoing and the Company does not yet have a definitive understanding of what Marketing’s business strategy under its new ownership is or how it may change in the future. The Company intends to continue its discussions with Marketing and diligently pursue the removal of properties from the Marketing Leases to the extent the Company deems it prudent for it to do so; however, there is no agreement in place providing for removal of a significant number of properties from the Marketing Leases. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent the Company receives from Marketing and increase the Company’s operating expenses. The Company cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any agreement for modification of the Marketing Leases may be. the Company also cannot accurately predict what actions Marketing may take, and what the Company’s recourse may be, whether the Marketing Leases are modified or not. During the

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second quarter of 2011 or thereafter, the Company may be required to significantly increase or decrease the deferred rent receivable reserve, record additional impairment charges related to its properties, or accrue for environmental liabilities as a result of the potential or actual modification or termination of the Marketing Leases.
     As of the date of this Form 10-Q, the Company has not yet received Marketing’s unaudited consolidated financial statements for the year ended December 31, 2010. For the year ended December 31, 2009, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. Based on interim reports the Company has received through 2010, Marketing’s significant losses have continued. The Company continues to believe that Marketing likely does not have the ability to generate cash flows from its business operations sufficient to meet its obligations as they come due in the ordinary course under the terms of the Marketing Leases unless Marketing shows significant improvement in its financial results, reduces the number of properties under the Marketing Leases, or receives additional capital or credit support. There can be no assurance that Marketing will be successful in any of these efforts.
     In November 2009, Marketing announced a restructuring of its business. Marketing disclosed that the restructuring included the sale of all assets unrelated to the properties it leases from the Company, the elimination of parent-guaranteed debt, and steps to reduce operating costs. Although Marketing’s press release stated that its restructuring included the sale of all assets unrelated to the properties it leases from the Company, the Company has concluded, based on the press releases related to the Marketing/Bionol contract dispute described below, that Marketing’s restructuring did not include the sale of all assets unrelated to the properties it leases from the Company. Marketing sold certain assets unrelated to the properties it leases from the Company to its affiliates, LUKOIL Pan Americas LLC and LUKOIL North America LLC. The Company believes that Marketing retained other assets, liabilities and business matters unrelated to the properties it leases from the Company. As part of the restructuring, Marketing paid off debt which had been guaranteed or held by Lukoil with proceeds from the sale of assets to Lukoil affiliates.
     In June 2010, Marketing and Bionol Clearfield LLC (“Bionol”) each issued press releases regarding a contractual dispute between them. Bionol owns and operates an ethanol plant in Pennsylvania. Bionol and Marketing entered into a five-year contract under which Marketing agreed to purchase substantially all of the ethanol production from the Bionol plant, at formula-based prices. Bionol stated that Marketing breached the contract by not paying the agreed-upon price for the ethanol. According to Bionol’s press release, the cumulative gross purchase commitment under the contract could be on the order of one billion dollars. The Company cannot predict with any certainty how the ultimate resolution of this matter may impact Marketing’s long-term financial performance and its ability to meet its obligations to the Company as they become due under the terms of the Marketing Leases.
     The Company cannot predict what impact Marketing’s restructuring, dispute with Bionol, other changes in its business model or other impacts on its business will have on the Company. If Marketing should fail to meet its rental, environmental or other obligations under the Marketing Leases to the Company, such default could lead to a protracted and expensive process for retaking control of the Company’s properties. In addition to the risk of disruption in rent receipts, the Company is subject to the risk of incurring real estate taxes, maintenance, environmental and other expenses at properties subject to the Marketing Leases.

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     The Company intends either to re-let or sell any properties removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. The Company intends to offer any properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. Although the Company is the fee or leasehold owner of the properties subject to the Marketing Leases and the owner of the Getty® brand and has prior experience with tenants who operate their convenience stores, automotive repair services or other businesses at its properties; in the event that properties are removed from the Marketing Leases, the Company cannot accurately predict if, when, or on what terms, such properties could be re-let or sold.
     As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. As of March 31, 2011, Marketing was not operating any of the nine terminals it leases from the Company and had removed, or has scheduled removal of, underground gasoline storage tanks and related equipment at approximately 165 of the Company’s retail properties and the Company believes that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results. In those instances where the Company determines that the best use for a property is no longer as a retail motor fuel outlet, at the appropriate time the Company will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property. Conversely, it may be easier to re-let or sell properties where underground gasoline storage tanks and related equipment have been removed if the property will not be used as a retail motor fuel outlet or if environmental contamination has been or is being remediated.
     Based in part on the Company’s willingness to negotiate with Marketing for a modification of the Marketing Leases, and its belief that the Marketing Leases will be modified prior to the expiration of the current lease term, the Company believes that it is probable that it will not collect all of the rent due related to properties identified from time to time as being the most likely to be removed from the Marketing Leases. As of March 31, 2011 and December 31, 2010, the net carrying value of the deferred rent receivable attributable to the Marketing leases was $20,868,000 and $21,221,000, respectively, which was comprised of a gross deferred rent receivable of $28,476,000 and $29,391,000, respectively, partially offset by a valuation reserve of $7,608,000 and $8,170,000, respectively. The valuation reserves were estimated based on the deferred rent receivable attributable to properties identified by the Company as being the most likely to be removed from the Marketing Leases. The Company has not provided deferred rent receivable reserves related to the remaining properties subject to the Marketing Leases since, based on its assessments and assumptions as of March 31, 2011, the Company continued to believe that it was probable that it will collect the deferred rent receivable related to those remaining properties. It is possible that the deterioration of Marketing’s financial condition may continue, that Marketing may file bankruptcy and seek to reorganize or liquidate its business, or that Marketing may seek a reduction in the rental payments owed under the Marketing Leases in connection with a removal of properties from the Marketing Leases or otherwise. It is possible that the Company may change its estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, during the second quarter of 2011 or thereafter, the Company may be required to significantly increase or decrease

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the deferred rent receivable reserve as a result of the potential or actual modification or termination of the Marketing Leases.
     The Company has performed an impairment analysis of the carrying amount of the properties subject to the Marketing Leases from time to time in accordance with GAAP when indicators of impairment exist. The impact to depreciation expense due to adjusting the estimated lives for such long-lived assets was insignificant. During the three months ended March 31, 2011, the Company reduced the carrying amount to fair value, and recorded non-cash impairment charges aggregating $994,000, for certain properties leased to Marketing where the carrying amount of the property exceeded the estimated undiscounted cash flows expected to be received during the assumed holding period and the estimated net sales value expected to be received at disposition. The non-cash impairment charges were attributable to reductions in real estate valuations primarily due to the removal or scheduled removal of underground storage tanks by Marketing. The fair value of real estate is estimated based on the price that would be received to sell the property in an orderly transaction between marketplace participants at the measurement date, net of disposal costs. The valuation techniques that the Company used included discounted cash flow analysis, an income capitalization approach on prevailing or earnings multiples applied to earnings from the property, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring the fair value of a property, all of which are based on assumptions that are classified within Level 3 of the fair value hierarchy.
     Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of the Company’s properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with the Company relating to Marketing’s business and the properties it leases from the Company (collectively the “Marketing Environmental Liabilities”). However, the Company continues to have ongoing environmental remediation obligations at 176 retail sites and for certain pre-existing conditions at six of the terminals the Company leases to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, the Company may ultimately be responsible to pay for Marketing Environmental Liabilities as the property owner. The Company does not maintain pollution legal liability insurance to protect it from potential future claims for Marketing Environmental Liabilities. The Company will be required to accrue for Marketing Environmental Liabilities if the Company determines that it is probable that Marketing will not meet its environmental obligations and the Company can reasonably estimate the amount of the Marketing Environmental Liabilities for which it will be responsible to pay, or if the Company’s assumptions regarding the ultimate allocation methods or share of responsibility that it used to allocate environmental liabilities changes. However, as of March 31, 2011 the Company continued to believe that it was not probable that Marketing would not pay for substantially all of the Marketing Environmental Liabilities. Accordingly, the Company did not accrue for the Marketing Environmental Liabilities as of March 31, 2011. Nonetheless, the Company has determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by the Company) would be material to the Company if it was required to accrue for all of the Marketing Environmental Liabilities since as a result of such accrual, the Company would not be in compliance with the existing financial covenants in its Credit Agreement and its Term Loan Agreement. Such non-compliance would result in an event of default pursuant to each agreement which, if not waived, would prohibit the Company from drawing funds against the Credit Agreement and could result in the

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acceleration of the Company’s indebtedness under the Company’s restated senior unsecured revolving credit agreement expiring in March 2012 (the “Credit Agreement”) and the Company’s $25.0 million three-year term loan agreement expiring in September 2012 (the “Term Loan Agreement” or “Term Loan”). It is possible that the Company may change its estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, during the second quarter of 2011 or thereafter, the Company may be required to accrue for the Marketing Environmental Liabilities.
     The Company’s estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as the Company develops a greater understanding of factors relating to the new ownership and management of Marketing, and a clearer understanding of Marketing’s business plan and strategies and its capital resources. It is possible that the deterioration of Marketing’s financial condition may continue, that Marketing may file bankruptcy and seek to reorganize or liquidate its business or that Marketing may continue to pursue seeking a modification of the Marketing Leases, including, removal of either groups of or individual properties from the Marketing Leases, or a reduction in the rental payments owed by Marketing under the Marketing Lease.
     Should the Company’s assessments, assumptions and beliefs made effective as of March 31, 2011 prove to be incorrect, or if circumstances change, the conclusions reached by the Company relating to the following may change (i) whether any or what combination of the properties subject to the Marketing Leases are likely to be removed from the Marketing Leases, (ii) recoverability of the deferred rent receivable for some or all of the properties subject to the Marketing Leases, (iii) potential impairment of the properties subject to the Marketing Leases and, (iv) Marketing’s ability to pay the Marketing Environmental Liabilities. The Company intends to regularly review its assumptions that affect the accounting for deferred rent receivable; long-lived assets; environmental litigation accruals; environmental remediation liabilities; and related recoveries from state underground storage tank funds. Accordingly, it is possible that the Company may be required to (i) increase or decrease the deferred rent receivable reserve related to the properties subject to the Marketing Leases, (ii) record an additional impairment charge related to the properties subject to the Marketing Leases, or (iii) accrue for Marketing Environmental Liabilities that the Company believes are allocable to Marketing under the Marketing Leases and various other agreements as a result of the potential or actual filing for bankruptcy protection by Marketing or as a result of the potential or actual modification of the Marketing Leases or other factors, which may result in material adjustments to the amounts recorded for these assets and liabilities, and as a result of which, the Company may not be in compliance with the financial covenants in its Credit Agreement and its Term Loan Agreement.
     The Company cannot provide any assurance that Marketing will continue to meet its rental, environmental or other obligations under the Marketing Leases. In the event that Marketing does not perform its rental, environmental or other obligations under the Marketing Leases; if the Marketing Leases are modified significantly or terminated; if the Company determines that it is probable that Marketing will not meet its rental, environmental or other obligations and the Company accrues for certain of such liabilities; if the Company is unable to promptly re-let or sell the properties upon recapture from the Marketing Leases; or, if the Company changes its assumptions that affect the accounting for rental revenue or Marketing Environmental Liabilities related to the Marketing Leases and various other agreements; the Company’s business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

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     The Company has also agreed to provide limited environmental indemnification to Marketing, capped at $4,250,000, for certain pre-existing conditions at six of the terminals which are owned by the Company and leased to Marketing. Under the agreement, Marketing is required to pay (and has paid) the first $1,500,000 of costs and expenses incurred in connection with remediating any such pre-existing conditions, Marketing and the Company share equally the next $8,500,000 of those costs and expenses and Marketing is obligated to pay all additional costs and expenses over $10,000,000. The Company has accrued $300,000 as of March 31, 2011 and December 31, 2010 in connection with this indemnification agreement.
     The Company is subject to various legal proceedings and claims which arise in the ordinary course of its business. In addition, the Company has retained responsibility for certain legal proceedings and claims relating to the petroleum marketing business that were identified at the time the Company’s petroleum marketing business was spun-off to our shareholders in March 1997. As of March 31, 2011 and December 31, 2010, the Company had accrued $2,893,000 and $3,273,000, respectively, for certain of these matters which it believes were appropriate based on information then currently available. It is possible that the Company’s assumptions regarding, among other items, the ultimate resolution of and/or the Company’s ultimate share of responsibility for these matters may change, which may result in the Company providing or adjusting its accruals for these matters.
     In September 2003, the Company received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) notifying the Company that it is one of approximately 66 potentially responsible parties for natural resource damages resulting from discharges of hazardous substances into the Lower Passaic River. The Directive calls for an assessment of the natural resources that have been injured by the discharges into the Lower Passaic River and interim compensatory restoration for the injured natural resources. There has been no material activity with respect to the NJDEP Directive since early after its issuance. The responsibility for the alleged damages, the aggregate cost to remediate the Lower Passaic River, the amount of natural resource damages and the method of allocating such amounts among the potentially responsible parties have not been determined. Effective May 2007, the United States Environmental Protection Agency (“EPA”) entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with over 70 parties comprising a Cooperating Parties Group (“CPG”) (many of whom also named in the Directive) who have collectively agreed to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the Lower Passaic River. The Company is a party to the AOC and is a member of the CPG. The RI/FS is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the Lower Passaic River, and is scheduled to be completed in or about 2014. The RI/FS does not resolve liability issues for remedial work or restoration of, or compensation for, natural resource damages to the Lower Passaic River, which are not known at this time.
     In a related action, in December 2005, the State of New Jersey through various state agencies brought suit against certain companies which the State alleges are responsible for various categories of past and future damages resulting from discharges of hazardous substances to the Passaic River. In February 2009, certain of these defendants filed third-party complaints against approximately 300 additional parties, including the Company, seeking contribution for such parties’ proportionate share of response costs, cleanup, and other damages, based on their relative contribution to pollution of the Passaic River and adjacent bodies of water. The Company believes that ChevronTexaco is contractually obligated to

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indemnify the Company, pursuant to an indemnification agreement, for most if not all of the conditions at the property identified by the NJDEP and the EPA. Accordingly, the ultimate legal and financial liability of the Company, if any, cannot be estimated with any certainty at this time.
     During 2010, the Company was defending against 53 lawsuits brought by or on behalf of private and public water providers and governmental agencies. These cases alleged (and, as described below with respect to one remaining case, continue to allege) various theories of liability due to contamination of groundwater with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) as the basis for claims seeking compensatory and punitive damages, and name as defendant approximately 50 petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE. During the quarter ended March 31, 2010, the Company reached agreements to settle two plaintiff classes covering 52 of the 53 pending cases. A settlement payment of $1,250,000 was made during the third quarter of 2010 covering 27 cases and a settlement payment of $475,000 was made during the first quarter of 2011 covering 25 cases. Presently, the Company remains a defendant in one MTBE case involving multiple locations throughout the State of New Jersey brought by various governmental agencies of the State of New Jersey, including the NJDEP.
     As of March 31, 2011 and December 31, 2010, the Company maintained a litigation reserve relating to the remaining MTBE case in an amount which it believes was appropriate based on information then currently available. However, the Company is unable to estimate with certainty its liability for the case involving the State of New Jersey as there remains uncertainty as to the accuracy of the allegations in this case as they relate to it, the Company’s defenses to the claims, its rights to indemnification or contribution from Marketing, and the aggregate possible amount of damages for which the Company may be held liable.
     The ultimate resolution of the matters related to the Lower Passaic River for which no reserve has been provided for and the MTBE litigation discussed above for an amount above that which has been provided for could cause a material adverse effect on the Company’s business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.
     Prior to the time the Company’s petroleum marketing business was spun-off to its shareholders in March 1997 (the “Spin-Off”), the Company was self-insured for workers’ compensation, general liability and vehicle liability up to predetermined amounts above which third-party insurance applies. As of March 31, 2011 and December 31, 2010, the Company’s consolidated balance sheets included, in accounts payable and accrued expenses, $278,000 relating to self-insurance obligations. The Company estimates its loss reserves for claims, including claims incurred but not reported, by utilizing actuarial valuations provided annually by its insurance carriers. The Company is required to deposit funds for substantially all of these loss reserves with its insurance carriers, and may be entitled to refunds of amounts previously funded, as the claims are evaluated on an annual basis. The Company’s consolidated statements of operations for the three months ended March 31, 2011 include, in general and administrative expenses, a charge of $135,000 for self-insurance loss reserve adjustments. Since the Spin-Off, the Company has maintained insurance coverage subject to certain deductibles.
     In order to qualify as a REIT, among other items, the Company must distribute at least ninety percent of its “earnings and profits” (as defined in the Internal Revenue Code) to shareholders each year. Should the Internal Revenue Service successfully assert that the Company’s earnings and profits were greater than

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the amounts distributed, the Company may fail to qualify as a REIT; however, the Company may avoid losing its REIT status by paying a deficiency dividend to eliminate any remaining earnings and profits. The Company may have to borrow money or sell assets to pay such a deficiency dividend.
4. CREDIT AGREEMENT, TERM LOAN AGREEMENT AND INTEREST RATE SWAP AGREEMENT
     The Company is a party to a $175,000,000 amended and restated senior unsecured revolving credit agreement (the “Credit Agreement”) with a group of domestic commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”) which was scheduled to expire in March 2011. During the first quarter of 2011, the Company exercised its option to extend the maturity date by an additional year to March 2012. As of March 31, 2011, borrowings under the Credit Agreement were $160,000,000, bearing interest at a rate of 1.31% per annum. The Company had $15,000,000 available under the terms of the Credit Agreement as of March 31, 2011. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on the Company’s leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when the Company’s quarterly financial results are reported to the Bank Syndicate. Based on the Company’s leverage ratio as of March 31, 2011, the applicable margin will remain at 0.0% for base rate borrowings and 1.00% for LIBOR rate borrowings.
     The annual commitment fee on the unused Credit Agreement ranges from 0.10% to 0.20% based on the amount of borrowings. The Credit Agreement contains customary terms and conditions, including financial covenants such as those requiring the Company to maintain minimum tangible net worth, leverage ratios and coverage ratios and other covenants which may limit the Company’s ability to incur debt or pay dividends. The Credit Agreement contains customary events of default, including change of control, failure to maintain REIT status or a material adverse effect on the Company’s business, assets, prospects or condition. Any event of default, if not cured or waived, would prohibit the Company from drawing funds against the Credit Agreement and could result in the acceleration of the Company’s indebtedness under the Credit Agreement and could also give rise to an event of default and consequent acceleration of the Company’s indebtedness under its Term Loan Agreement described below.
     The Company is a party to a $25,000,000 three-year Term Loan Agreement with TD Bank (the “Term Loan Agreement” or “Term Loan”) which expires in September 2012. As of March 31, 2011, borrowings under the Term Loan Agreement were $23,395,000 bearing interest at a rate of 3.5% per annum. The Term Loan Agreement provides for annual reductions of $780,000 in the principal balance with a $22,160,000 balloon payment due at maturity. The Term Loan Agreement bears interest at a rate equal to a thirty day LIBOR rate (subject to a floor of 0.4%) plus a margin of 3.1%. The Term Loan Agreement contains customary terms and conditions, including financial covenants such as those requiring the Company to maintain minimum tangible net worth, leverage ratios and coverage ratios and other covenants which may limit the Company’s ability to incur debt or pay dividends. The Term Loan Agreement contains customary events of default, including change of control, failure to maintain REIT status or a material adverse effect on the Company’s business, assets, prospects or condition. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Term Loan Agreement and could also give rise to an event of default and would prohibit the Company

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from drawing funds against the Credit Agreement and could result in the acceleration of the Company’s indebtedness under its Credit Agreement.
     The Company is a party to a $45,000,000 LIBOR based interest rate swap, effective through June 30, 2011 (the “Swap Agreement”). The Swap Agreement is intended to effectively fix, at 5.44%, the LIBOR component of the interest rate determined under the Company’s LIBOR based loan agreements. The Company entered into the Swap Agreement with JPMorgan Chase Bank, N.A., designated and qualifying as a cash flow hedge, to reduce its exposure to the variability in future cash flows attributable to changes in the LIBOR rate. The Company’s primary objective when undertaking the hedging transaction and derivative position was to reduce its variable interest rate risk by effectively fixing a portion of the interest rate for existing debt and anticipated refinancing transactions. The Company determined, as of the Swap Agreement’s inception and as of March 31, 2011 and December 31, 2010, that the derivative used in the hedging transaction is highly effective in offsetting changes in cash flows associated with the hedged item and that no gain or loss was required to be recognized in earnings during the three months ended March 31, 2011 or 2010 representing the hedge’s ineffectiveness. At March 31, 2011 and December 31, 2010, the Company’s consolidated balance sheets include, in accounts payable and accrued expenses, an obligation for the fair value of the Swap Agreement of $584,000 and $1,153,000, respectively. For the three months ended March 31, 2011 and 2010, the Company has recorded, in accumulated other comprehensive loss in the Company’s consolidated balance sheets, a gain of $569,000, and $303,000, respectively, from the change in the fair value of the Swap Agreement obligation related to the effective portion of the interest rate contract. The accumulated comprehensive loss of $584,000 recorded as of March 31, 2011 will be recognized as interest expense over the remaining term of the Swap Agreement which expires at the end of the second quarter of 2011.
     The fair value of the Swap Agreement obligation was $584,000, as of March 31, 2011, determined using (i) a discounted cash flow analysis on the expected cash flows of the Swap Agreement, which is based on market data obtained from sources independent of the Company consisting of interest rates and yield curves that are observable at commonly quoted intervals and are defined by GAAP as “Level 2” inputs in the “Fair Value Hierarchy”, and (ii) credit valuation adjustments, which are based on unobservable “Level 3” inputs. The fair value of the borrowings outstanding under the Credit Agreement was $156,300,000 as of March 31, 2011. The fair value of the borrowings outstanding under the Term Loan Agreement was $23,300,000 as of March 31, 2011. The fair value of the projected average borrowings outstanding under the Credit Agreement and the borrowings outstanding under the Term Loan Agreement were determined using a discounted cash flow technique that incorporates a market interest yield curve, “Level 2 inputs”, with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable “Level 3 inputs”. As of March 31, 2011, accordingly, the Company classified its valuation of the Swap Agreement in its entirety within Level 2 of the Fair Value Hierarchy since the credit valuation adjustments are not significant to the overall valuation of the Swap Agreement.
5. ENVIRONMENTAL EXPENSES
     The Company is subject to numerous existing federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental expenses are principally attributable to

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remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. The Company seeks reimbursement from state UST remediation funds related to these environmental expenses where available.
     The Company enters into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain tenants, the Company has agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at each individual property, the Company’s environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of the Company’s tenant. Generally the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of the Company’s tenants. The Company is contingently liable for these obligations in the event that the tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of the Company’s tenants based on the tenants’ history of paying such obligations and/or the Company’s assessment of their financial ability to pay their share of such costs. However, there can be no assurance that the Company’s assessments are correct or that the Company’s tenants who have paid their obligations in the past will continue to do so.
     Of the 813 properties leased to Marketing as of March 31, 2011, the Company has agreed to pay all costs relating to, and to indemnify Marketing for, certain environmental liabilities and obligations at 176 retail properties that have not achieved Closure and are scheduled in the Master Lease. The Company will continue to seek reimbursement from state UST remediation funds related to these environmental expenditures where available.
     It is possible that the Company’s assumptions regarding the ultimate allocation method and share of responsibility that it used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. The Company is required to accrue for environmental liabilities that the Company believes are allocable to others under various other agreements if the Company determines that it is probable that the counter-party will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on the Company’s business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. (See note 3 for contingencies related to Marketing and the Marketing Leases for additional information.)
     The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The environmental remediation liability is estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability. Recoveries of environmental costs from state UST remediation funds, with respect to both past and future environmental spending, are accrued at fair value as an offset to environmental expense, net of allowance for collection risk, based on estimated recovery rates developed from prior experience with the funds when such recoveries are considered probable.

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     Environmental exposures are difficult to assess and estimate for numerous reasons, including the extent of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it takes to remediate contamination. In developing the Company’s liability for probable and reasonably estimable environmental remediation costs on a property by property basis, the Company considers among other things, enacted laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. As of March 31, 2011, the Company had regulatory approval for remediation action plans in place for 217 (92%) of the 237 properties for which it continues to retain environmental responsibility and the remaining 20 properties (8%) remain in the assessment phase. In addition, the Company has nominal post-closure compliance obligations at 31 properties where it has received “no further action” letters.
     Environmental remediation liabilities and related assets are measured at fair value based on their expected future cash flows which have been adjusted for inflation and discounted to present value. The estimated environmental remediation cost and accretion expense included in environmental expenses in the Company’s consolidated statements of operations aggregated $447,000 and $947,000 for the three months ended March 31, 2011 and 2010, respectively, which amounts were net of changes in estimated recoveries from state UST remediation funds. In addition to estimated environmental remediation costs, environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves.
     As of March 31, 2011 and December 31, 2010 and 2009, the Company had accrued $14,712,000, $14,874,000 and $16,527,000, respectively, as management’s best estimate of the fair value of reasonably estimable environmental remediation costs. As of March 31, 2011 and December 31, 2010 and 2009, the Company had also recorded $3,982,000, $3,966,000 and $3,882,000, respectively, as management’s best estimate for recoveries from state UST remediation funds, net of allowance, related to environmental obligations and liabilities. The net environmental liabilities of $10,908,000 and $12,645,000 as of December 31, 2010 and 2009, respectively, were subsequently accreted for the change in present value due to the passage of time and, accordingly, $136,000 and $165,000 of net accretion expense was recorded for the three months ended March 31, 2011 and 2010, respectively, substantially all of which is included in environmental expenses.
     In view of the uncertainties associated with environmental expenditures, contingencies related to Marketing and the Marketing Leases and contingencies related to other parties, however, the Company believes it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by the Company. (See note 3 for contingencies related to Marketing and the Marketing Leases for additional information.) Adjustments to accrued liabilities for environmental remediation costs will be reflected in the Company’s financial statements as they become probable and a reasonable estimate of fair value can be made. Future environmental expenses could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

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6. SHAREHOLDERS’ EQUITY
     A summary of the changes in shareholders’ equity for the three months ended March 31, 2011 is as follows (in thousands, except share amounts):
                                                 
                            DIVIDENDS   ACCUMULATED    
                            PAID   OTHER    
    COMMON STOCK   PAID-IN   IN EXCESS   COMPREHENSIVE    
    SHARES   AMOUNT   CAPITAL   OF EARNINGS   LOSS   TOTAL
 
Balance, December 31, 2010
    29,944,155     $ 299     $ 368,093     $ (52,304 )   $ (1,153 )   $ 314,935  
 
                                               
Net earnings
                            11,386               11,386  
 
                                               
Dividends
                            (16,111 )             (16,111 )
Stock-based employee compensation expense
    20               143                       143  
 
                                               
Issuance of common stock
    3,450,000       35       91,954                       91,989  
Net unrealized gain on interest rate swap
                                    569       569  
     
Balance, March 31, 2011
    33,394,175     $ 334     $ 460,190     $ (57,029 )   $ (584 )   $ 402,911  
     
     The Company is authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, of which none were issued as of March 31, 2011 or December 31, 2010.
     In the first quarter of 2011, the Company completed a public stock offering of 3,450,000 shares of the Company’s common stock, of which 3,000,000 shares were issued in January 2011 and 450,000 shares, representing the underwriter’s over-allotment, were issued in February 2011. Substantially all of the aggregate $91,989,000 net proceeds from the issuance of common stock (after related transaction costs of $264,000) was used to repay a portion of the outstanding balance under the Company’s Credit Agreement and the remainder was used for general corporate purposes.
7. PROPERTY ACQUISITIONS
CPD NY SALE/LEASEBACK
     On January 13, 2011, the Company acquired fee or leasehold title to 59 Mobil-branded gasoline station and convenience store properties and also took a security interest in six other Mobil-branded gasoline stations and convenience store properties in a sale/leaseback and loan transaction with CPD NY Energy Corp. (“CPD NY”), a subsidiary of Chestnut Petroleum Dist. Inc. The Company’s total investment in the transaction was $111,300,000, which was financed entirely with borrowings under the Company’s Credit Agreement.
     The properties were acquired or financed in a simultaneous transaction among ExxonMobil, CPD NY and the Company whereby CPD NY acquired a portfolio of 65 gasoline station and convenience stores from ExxonMobil and simultaneously completed a sale/leaseback of 59 of the acquired properties with the Company. The lease between the Company, as lessor, and CPD NY, as lessee, governing the properties is a unitary triple-net lease agreement (the “CPD Lease”), with an initial term of 15 years, and options for up to three successive renewal terms of ten years each. The CPD Lease requires CPD NY to pay a fixed annual rent for the properties (the “Rent”), plus an amount equal to all rent due to third party landlords pursuant to the terms of third party leases. The Rent is scheduled to increase on the third anniversary of the date of the CPD Lease and on every third anniversary thereafter. As a triple-net lessee, CPD NY is

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required to pay all amounts pertaining to the properties subject to the CPD Lease, including taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. Partial funding to CPD NY for the transaction was also provided by the Company under a secured, self-amortizing loan having a 10-year term (the “CPD Loan”).
     As of March 31, 2011, the Company’s allocation of the purchase price among the assets acquired is preliminary and subject to change. The purchase price has been allocated among the assets acquired based on the initial estimates of fair value. These allocations are preliminary and may not be indicative of the final allocations. The Company continues to evaluate the assumptions used in valuing the real estate. The Company anticipates finalizing these allocations in the second quarter of 2011. A change in the final allocation from what is presented may result in an increase or decrease in identified assets and changes in revenue and expenses, including amortization and other expenses. A change in the final allocation from what is presented may also result in changes in the unaudited pro forma condensed consolidated financial information presented below.
     The Company estimated the fair value of acquired tangible and assets (consisting of land, buildings and equipment) “as if vacant” and intangible assets consisting of above and below market leases. Based on these estimates, the Company allocated $60,275,000 of the purchase price to land, which is accounted for as an operating lease, net above and below market leases with landlords of $10,018,000 which is accounted for as a deferred asset, net above and below market leases with tenants of $9,652,000 which is accounted for as a deferred liability and $31,390,000 allocated to buildings and equipment, which is accounted for as a direct financing lease. The future contractual minimum annual rent receivable from CPD NY on a calendar year basis is as follows: 2011 — $8,090,000, 2012 — $8,826,000 2013 — $8,826,000, 2014 — $9,090,000, 2015 — $9,090,000, 2016 — $9,090,000 and $86,820,000 thereafter.
     The following unaudited pro forma condensed consolidated financial information has been prepared utilizing the historical financial statements of Getty Realty Corp. and the effect of additional revenue and expenses from the properties acquired assuming that the acquisitions had occurred as of the beginning of each of the periods presented, after giving effect to certain adjustments including (a) rental income adjustments resulting from the straight-lining of scheduled rent increases (b) rental income adjustments resulting from the recognition of revenue under direct financing leases over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property (c) rental income adjustments resulting from the amortization of above market leases with tenants and (d) rent expense adjustments resulting from the amortization of below market leases with landlords. The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowing outstanding drawn under the Credit Agreement to fund the acquisition. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from CPD NY reflected herein been consummated on the dates indicated or that will be achieved in the future.

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    Three months ended March 31,  
    2011     2010  
Revenues
  $ 25,466     $ 25,677  
 
           
 
               
Net earnings
  $ 11,768     $ 14,367  
 
           
 
               
Basic and diluted net earnings per common share
  $ 0.36     $ 0.58  
NOURIA SALE/LEASEBACK
     On March 31, 2011, the Company acquired 66 Shell branded gasoline station and convenience store properties located in and around the Greater Boston and Southern New Hampshire area for approximately $86,000,000 million, in a sale/leaseback transaction with Nouria Energy Ventures I, LLC (“Nouria”), a subsidiary of Nouria Energy Group.
     The 66 properties were acquired in a simultaneous transaction among Motiva Enterprises LLC (“Shell”), Nouria and Getty Realty Corp. whereby Nouria acquired 66 gasoline station and convenience stores from Shell and simultaneously completed a sale/leaseback with Getty of the 66 properties under a long-term triple-net unitary lease having an initial term of 20 years plus renewal options.
     As of March 31, 2011, the Company’s allocation of the purchase price among the assets acquired is preliminary and subject to change. The purchase price has been allocated among the assets acquired based on the initial estimates of fair value. These allocations are preliminary and may not be indicative of the final allocations. The Company continues to evaluate the assumptions used in valuing the real estate. The Company anticipates finalizing these allocations in the second quarter of 2011. A change in the final allocation from what is presented may result in an increase or decrease in identified assets and changes in revenue and expenses, including amortization and other expenses. A change in the final allocation from what is presented may also result in changes in the unaudited pro forma condensed consolidated financial information presented below.
     The Company estimated the fair value of acquired tangible and assets (consisting of land, buildings and equipment) “as if vacant” and intangible assets consisting of above and below market leases. Based on these estimates, the Company allocated $47,810,000 of the purchase price to land, which is accounted for as an operating lease, net above and below market leases with landlords of $3,781,000, which is accounted for as a deferred asset, net above and below market leases with tenants of $3,638,000, which is accounted for as a deferred liability, $25,370,000 to buildings and equipment, which is accounted for as a direct financing lease and $12,000,000 which is accounted for in notes, mortgages and accounts receivable, net. The future contractual minimum annual rent receivable from Nouria on a calendar year basis is as follows: 2011 — $6,431,000, 2012 — $8,675,000 2013 — $8,812,000, 2014 — $8,952,000, 2015 — $9,095,000, 2016 — $9,240,000 and $131,043,000 thereafter.
     The following unaudited pro forma condensed consolidated financial information has been prepared utilizing the historical financial statements of Getty Realty Corp. and the effect of additional revenue and expenses from the properties acquired assuming that the acquisitions had occurred as of the beginning of each of the periods presented, after giving effect to certain adjustments including (a) rental income adjustments resulting from the straight-lining of scheduled rent increases (b) rental income adjustments resulting from the recognition of revenue under direct financing leases over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in

- 21 -


 

the leased property (c) rental income adjustments resulting from the amortization of above market leases with tenants and (d) rent expense adjustments resulting from the amortization of below market leases with landlords. The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowing outstanding drawn under the Credit Agreement to fund the acquisition. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from Nouria reflected herein been consummated on the dates indicated or that will be achieved in the future.
                 
    Three months ended March 31,  
    2011     2010  
Revenues
  $ 27,278     $ 24,751  
 
           
 
               
Net earnings
  $ 13,268     $ 13,753  
 
           
 
               
Basic and diluted net earnings per common share
  $ 0.41     $ 0.56  
     The following unaudited pro forma condensed consolidated financial information has been prepared utilizing the historical financial statements of Getty Realty Corp. and the combined effect of additional revenue and expenses from the properties acquired from both CPD NY and Nouria assuming that the acquisitions had occurred as of the beginning of each of the periods presented, after giving effect to certain adjustments including (a) rental income adjustments resulting from the straight-lining of scheduled rent increases (b) rental income adjustments resulting from the recognition of revenue under direct financing leases over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property (c) rental income adjustments resulting from the amortization of above market leases with tenants and (d) rent expense adjustments resulting from the amortization of below market leases with landlords . The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowing outstanding drawn under the Credit Agreement to fund the acquisitions. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from CPD NY and Nouria reflected herein been consummated on the dates indicated or that will be achieved in the future.
                 
    Three months ended March 31,  
    2011     2010  
Revenues
  $ 27,711     $ 27,943  
 
           
 
               
Net earnings
  $ 13,650     $ 16,215  
 
           
 
               
Basic and diluted net earnings per common share
  $ 0.42     $ 0.65  

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8. SUPPLEMENTAL CONDENSED COMBINING FINANCIAL INFORMATION
     Condensed combining financial information as of March 31, 2011 and December 31, 2010 and for the three months ended March 31, 2011 and 2010 has been derived from the Company’s books and records and is provided below to illustrate, for informational purposes only, the net contribution to the Company’s financial results that are realized from the leasing operations of properties leased to Marketing (which represents approximately 69% of the Company’s properties as of March 31, 2011) and from properties leased to other tenants. The condensed combining financial information set forth below presents the results of operations, net assets, and cash flows of the Company, related to Marketing, the Company’s other tenants and the Company’s corporate functions necessary to arrive at the information for the Company on a combined basis. The assets, liabilities, lease agreements and other leasing operations attributable to the Marketing Leases and other tenant leases are not segregated in legal entities. However, the Company generally maintains its books and records in site specific detail and has classified the operating results which are clearly applicable to each owned or leased property as attributable to Marketing or to the Company’s other tenants or to non-operating corporate functions. The condensed combining financial information has been prepared by the Company using certain assumptions, judgments and allocations. Each of the Company’s properties were classified as attributable to Marketing, other tenants or corporate for all periods presented based on the property’s use as of March 31, 2011 or the property’s use immediately prior to its disposition or third party lease expiration.
     Environmental remediation expenses have been attributed to Marketing or other tenants on a site specific basis and environmental related litigation expenses and professional fees have been attributed to Marketing or other tenants based on the pro rata share of specifically identifiable environmental expenses for the three years and three months ended March 31, 2011. The Company enters into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain tenants, the Company has agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at each individual property, the Company’s environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of the Company’s tenant. Of the 813 properties leased to Marketing as of March 31, 2011, the Company has agreed to pay all costs relating to, and to indemnify Marketing for, certain environmental liabilities and obligations at 176 retail properties that have not achieved Closure and are scheduled in the Master Lease. (See note 5 for additional information.)
     The heading “Corporate” in the statements below includes assets, liabilities, income and expenses attributed to general and administrative functions, financing activities and parent or subsidiary level income taxes, capital taxes or franchise taxes which were not incurred on behalf of the Company’s leasing operations and are not reasonably allocable to Marketing or other tenants. With respect to general and administrative expenses, the Company has attributed those expenses clearly applicable to Marketing and other tenants. The Company considered various methods of allocating to Marketing and other tenants amounts included under the heading “Corporate” and determined that none of the methods resulted in a reasonable allocation of such amounts or an allocation of such amounts that more clearly summarizes the net contribution to the Company’s financial results realized from the leasing operations of properties leased to Marketing and of properties leased to other tenants. Moreover, the Company determined that

- 23 -


 

each of the allocation methods it considered resulted in a presentation of these amounts that would make it more difficult to understand the clearly identifiable results from its leasing operations attributable to Marketing and other tenants. The Company believes that the segregated presentation of assets, liabilities, income and expenses attributed to general and administrative functions, financing activities and parent or subsidiary level income taxes, capital taxes or franchise taxes provides the most meaningful presentation of these amounts since changes in these amounts are not fully correlated to changes in the Company’s leasing activities.
     While the Company believes these assumptions, judgments and allocations are reasonable, the condensed combining financial information is not intended to reflect what the net results would have been had assets, liabilities, lease agreements and other operations attributable to Marketing or its other tenants had been conducted through stand-alone entities during any of the periods presented.
     The condensed combining balance sheet of Getty Realty Corp. as of March 31, 2011 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
ASSETS:
                               
Real Estate:
                               
Land
  $ 136,578     $ 224,351     $     $ 360,929  
Buildings and improvements
    151,668       98,229       371       250,268  
 
                       
 
    288,246       322,580       371       611,197  
 
                               
Less — accumulated depreciation and amortization
    (119,392 )     (26,451 )     (203 )     (146,046 )
 
                       
Real estate, net
    168,854       296,129       168       465,151  
Net investment in direct financing leases
          77,251             77,251  
Deferred rent receivable, net
    20,868       6,477             27,345  
Cash and cash equivalents
                23,422       23,422  
Recoveries from state underground storage tank funds, net
    3,891       91             3,982  
Note, mortgages and accounts receivable, net
    17       30,965       1,186       32,168  
Prepaid expenses and other assets
          18,042       3,191       21,233  
 
                       
Total assets
    193,630       428,955       27,967       650,552  
 
                       
 
                               
LIABILITIES:
                               
Borrowings under credit line
                160,000       160,000  
Term loan
                23,395       23,395  
Environmental remediation costs
    13,624       1,088             14,712  
Dividends payable
                16,111       16,111  
Accounts payable and accrued expenses
    917       23,546       8,960       33,423  
 
                       
Total liabilities
    14,541       24,634       208,466       247,641  
 
                       
 
                               
Net assets (liabilities)
  $ 179,089     $ 404,321     $ (180,499 )   $ 402,911  
 
                       

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     The condensed combining balance sheet of Getty Realty Corp. as of December 31, 2010 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
ASSETS:
                               
Real Estate:
                               
Land
  $ 137,151     $ 116,262     $     $ 253,413  
Buildings and improvements
    152,570       98,233       371       251,174  
 
                       
 
    289,721       214,495       371       504,587  
 
                               
Less — accumulated depreciation and amortization
    (118,784 )     (25,241 )     (192 )     (144,217 )
 
                       
Real estate, net
    170,937       189,254       179       360,370  
Net investment in direct financing lease
          20,540             20,540  
Deferred rent receivable, net
    21,221       6,164             27,385  
Cash and cash equivalents
                6,122       6,122  
Recoveries from state underground storage tank funds, net
    3,874       92             3,966  
Mortgages and accounts receivable, net
    13       509       1,274       1,796  
Prepaid expenses and other assets
          3,444       3,521       6,965  
 
                       
Total assets
    196,045       220,003       11,096       427,144  
 
                       
 
                               
LIABILITIES:
                               
Borrowings under credit line
                41,300       41,300  
Term loan
                23,590       23,590  
Environmental remediation costs
    13,841       1,033             14,874  
Dividends payable
                14,432       14,432  
Accounts payable and accrued expenses
    962       6,953       10,098       18,013  
 
                       
Total liabilities
    14,803       7,986       89,420       112,209  
 
                       
 
                               
Net assets (liabilities)
  $ 181,242     $ 212,017     $ (78,324 )   $ 314,935  
 
                       

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     The condensed combining statement of operations of Getty Realty Corp. for the three months ended March 31, 2011 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
Revenues from rental properties
  $ 14,810     $ 10,215     $     $ 25,025  
Operating expenses:
                               
Rental property expenses
    1,417       1,930       139       3,486  
Impairment charges
    994                   994  
Environmental expenses, net
    1,101       26             1,127  
General and administrative expenses
    31       1,664       3,190       4,885  
Depreciation and amortization expense
    1,041       1,274       10       2,325  
 
                       
Total operating expenses
    4,584       4,894       3,339       12,817  
 
                       
Operating income (loss)
    10,226       5,321       (3,339 )     12,208  
Other income, net
                411       411  
Interest expense
                (1,319 )     (1,319 )
 
                       
Earnings (loss) from continuing operations
    10,226       5,321       (4,247 )     11,300  
Discontinued operations:
                               
Earnings (loss) from operating activities
    20       (2 )           18  
Gains on dispositions of real estate
    68                   68  
 
                       
Earnings (loss) from discontinued operations
    88       (2 )           86  
 
                       
Net earnings (loss)
  $ 10,314     $ 5,319     $ (4,247 )   $ 11,386  
 
                       
     The condensed combining statement of operations of Getty Realty Corp. for the three months ended March 31, 2010 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
Revenues from rental properties
  $ 14,814     $ 7,635     $     $ 22,449  
Operating expenses:
                               
Rental property expenses
    1,907       1,076       233       3,216  
Environmental expenses, net
    1,516       36             1,552  
General and administrative expenses
    32       33       2,273       2,338  
Depreciation and amortization expense
    1,061       1,322       8       2,391  
 
                       
Total operating expenses
    4,516       2,467       2,514       9,497  
 
                       
Operating income (loss)
    10,298       5,168       (2,514 )     12,952  
Other income (expense), net
                121       121  
Interest expense
                (1,494 )     (1,494 )
 
                       
Earnings (loss) from continuing operations
    10,298       5,168       (3,887 )     11,579  
Discontinued operations:
                               
Earnings (loss) from operating activities
    31       (15 )           16  
Gains on dispositions of real estate
    284       26             310  
 
                       
Earnings from discontinued operations
    315       11             326  
 
                       
Net earnings (loss)
  $ 10,613     $ 5,179     $ (3,887 )   $ 11,905  
 
                       

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     The condensed combining statement of cash flows of Getty Realty Corp. for the three months ended March 31, 2011 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net earnings (loss)
  $ 10,314     $ 5,319     $ (4,247 )   $ 11,386  
Adjustments to reconcile net earnings (loss) to net cash flow provided by (used in) operating activities:
                               
Depreciation and amortization expense
    1,041       1,274       10       2,325  
Impairment charges
    994                   994  
Gain from dispositions of real estate
    (68 )                 (68 )
Deferred rental revenue
    353       (313 )           40  
Amortization of above-market and below-market leases
          (135 )           (135 )
Amortization of investment in direct financing lease
          89             89  
Accretion expense
    133       3             136  
Stock-based employee compensation expense
                143       143  
Changes in assets and liabilities:
                               
Recoveries from state underground storage tank funds, net
    60       3             63  
Mortgages and accounts receivable, net
    (4 )     (56 )           (60 )
Prepaid expenses and other assets
          (205 )     445       240  
Environmental remediation costs
    (427 )     50             (377 )
Accounts payable and accrued expenses
    (45 )     770       (569 )     156  
 
                       
Net cash flow provided by (used in) operating activities
    12,351       6,799       (4,218 )     14,932  
 
                       
 
                               
CASH FLOWS FROM INVESTING ACTIVITIES:
                               
Property acquisitions and capital expenditures
          (165,393 )           (165,393 )
Proceeds from dispositions of real estate
    116                   116  
Decrease in cash held for property acquisitions
                60       60  
(Issuance of) collection of notes and mortgages receivable, net
          (30,400 )     88       (30,312 )
 
                       
Net cash flow provided by (used in) investing activities
    116       (195,793 )     148       (195,529 )
 
                       
 
                               
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Borrowings under credit agreement, net
                118,700       118,700  
Repayments under term loan agreement
                (195 )     (195 )
Cash dividends paid
                (14,432 )     (14,432 )
Credit agreement origination costs
                (175 )     (175 )
Net proceeds from issuance of common stock
                91,989       91,989  
Security deposits received
          2,010             2,010  
Cash consolidation — Corporate
    (12,467 )     186,984       (174,517 )      
 
                       
Net cash flow (used in) provided by financing activities
    (12,467 )     188,994       21,370       197,897  
 
                       
 
                               
Net increase in cash and cash equivalents
                17,300       17,300  
Cash and cash equivalents at beginning of period
                6,122       6,122  
 
                       
Cash and cash equivalents at end of year
  $     $     $ 23,422     $ 23,422  
 
                       

- 27 -


 

     The condensed combining statement of cash flows of Getty Realty Corp. for the three months ended March 31, 2010 is as follows (in thousands):
                                 
    Getty                    
    Petroleum     Other              
    Marketing     Tenants     Corporate     Consolidated  
CASH FLOWS FROM OPERATING ACTIVITIES:
                               
Net earnings (loss)
  $ 10,613     $ 5,179     $ (3,887 )   $ 11,905  
Adjustments to reconcile net earnings (loss) to net cash flow provided by (used in) operating activities:
                               
Depreciation and amortization expense
    1,064       1,323       8       2,395  
Impairment charges
                       
Gain from dispositions of real estate
    (284 )     (26 )           (310 )
Deferred rental revenue
    324       (462 )           (138 )
Amortization of above-market and below-market leases
          (173 )           (173 )
Amortization of investment in direct financing leases
          (73 )           (73 )
Accretion expense
    161       4             165  
Stock-based employee compensation expense
                106       106  
Changes in assets and liabilities:
                               
Recoveries from state underground storage tank funds, net
    (211 )     (31 )           (242 )
Mortgages and accounts receivable, net
    (33 )     (30 )           (63 )
Prepaid expenses and other assets
          (174 )     (179 )     (353 )
Environmental remediation costs
    (645 )     880             235  
Accounts payable and accrued expenses
    274       (251 )     282       305  
 
                       
Net cash flow provided by (used in) operating activities
    11,263       6,166       (3,670 )     13,759  
 
                       
 
                               
CASH FLOWS FROM INVESTING ACTIVITIES:
                               
Property acquisitions and capital expenditures
          (1,500 )           (1,500 )
Proceeds from dispositions of real estate
    414       225             639  
Increase in cash held for property acquisitions
                1,124       1,124  
Collection of mortgages receivable, net
                34       34  
 
                       
Net cash flow provided by (used in) investing activities
    414       (1,275 )     1,158       297  
 
                       
 
                               
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Repayments under credit agreement, net
                (2,000 )     (2,000 )
Repayments under term loan agreement, net
                (195 )     (195 )
Cash dividends paid
                (11,842 )     (11,842 )
Security deposits received
          72             72  
Cash consolidation — Corporate
    (11,677 )     (4,963 )     16,640        
 
                       
Net cash flow (used in) provided by financing activities
    (11,677 )     (5,035 )     2,603       (13,965 )
 
                       
 
                               
Net increase in cash and cash equivalents
                91       91  
Cash and cash equivalents at beginning of period
                3,050       3,050  
 
                       
Cash and cash equivalents at end of year
  $     $     $ 3,141     $ 3,141  
 
                       

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The following discussion and analysis of financial condition and results of operations should be read in conjunction with the sections entitled “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which appear in our Annual Report on Form 10-K for the year ended December 31, 2010, and “Part I, Item 1. Financial Statements” and “Part II, Item 1A. Risk Factors” which appear in this Quarterly Report on Form 10-Q.
GENERAL
Real Estate Investment Trust
     We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties and petroleum distribution terminals. We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our shareholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least ninety percent of our taxable income to shareholders each year.
Retail Petroleum Marketing Business
     We lease or sublet our properties primarily to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services. These tenants are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses relating to our properties. Our tenants’ financial results are largely dependent on the performance of the petroleum marketing industry, which is highly competitive and subject to volatility. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for the property. We lease or sublet approximately twenty of our properties for uses such as fast food restaurants, automobile sales and other retail purposes. (For additional information regarding our real estate business and our properties, see “Item 1. Business — Real Estate Business” and “Item 2. Properties” which appear in our Annual Report on Form 10-K for the year ended December 31, 2010.) (For information regarding factors that could adversely affect us relating to our lessees, including our primary tenant, Getty Petroleum Marketing Inc., (“Marketing”) see “Item 1A. Risk Factors” which appears in our Annual Report on Form 10-K for the year ended December 31, 2010 and “Part II, Item 1A. Risk Factors” which appears in this Quarterly Report on Form 10-Q.)
Marketing and the Marketing Leases
     As of March 31, 2011, Marketing leased from us 804 properties under a unitary master lease (the “Master Lease”) and nine properties under supplemental leases (collectively with the Master Lease, the “Marketing Leases”). The Master Lease has an initial term expiring in December 2015, and provides Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. If Marketing elects to exercise any renewal option, Marketing is required to notify us of such election one year in advance of the commencement of the renewal term. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be for all of

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the properties subject of the Master Lease. The supplemental leases have initial terms of varying expiration dates. The Marketing Leases are “triple-net” leases, pursuant to which Marketing is responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses. As of March 31, 2011, Marketing was not operating any of the nine terminals it leases from us. Also, as of March 31, 2011, Marketing had removed, or has scheduled removal of the gasoline tanks and related equipment at approximately 165 of our retail properties and we believe that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results.
     Our financial results are materially dependent upon the ability of Marketing to meet its rental, environmental and other obligations under the Marketing Leases. Marketing’s financial results depend on retail petroleum marketing margins from the sale of refined petroleum products and rental income from its subtenants. Marketing’s subtenants either operate their gas stations, convenience stores, automotive repair services or other businesses at our properties or are petroleum distributors who may operate our properties directly and/or sublet our properties to the operators. Since a substantial portion of our revenues (59% for the three months ended March 31, 2011) are derived from the Marketing Leases, any factor that adversely affects Marketing’s ability to meet its rental, environmental and other obligations under the Marketing Leases may have a material adverse effect on our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. (For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 8 in “Item 1. Financial Statements — Notes to Consolidated Financial Statements.”) (For information regarding factors that could adversely affect us relating to our lessees, including our primary tenant, Getty Petroleum Marketing Inc., (“Marketing”) see “Item 1A. Risk Factors” which appears in our Annual Report on Form 10-K for the year ended December 31, 2010 and “Part II, Item 1A. Risk Factors” which appears in this Quarterly Report on Form 10-Q.)
     On February 28, 2011 OAO LUKoil (“Lukoil”), one of the largest integrated Russian oil companies transferred its ownership interest in Marketing to Cambridge Petroleum Holding Inc. (“Cambridge”). We are not privy to the terms and conditions pertaining to this transaction between Lukoil and Cambridge and we do not know what type or amount of consideration, if any, was paid or is payable by Lukoil or its subsidiaries to Cambridge, or by Cambridge to Lukoil or its subsidiaries in connection with the transfer. Although we believe that there are certain contractual relationships between Lukoil and its subsidiaries and Marketing, we have not confirmed the existence of such agreements and we do not know the terms and conditions of such agreements or the scope or extent of any ongoing contractual or business relationships between Lukoil or its subsidiaries and Cambridge or its subsidiaries, including Marketing.
     We did not believe that while Lukoil owned Marketing it would allow Marketing to fail to meet its obligations under the Marketing Leases. However, there can be no assurance that Cambridge will have the capacity to provide capital or financial support to Marketing or will provide or arrange for the provision of additional capital investment or financial support to Marketing in the future that Marketing may require to perform its obligations under the Marketing Leases. We cannot predict what impact the transfer of Marketing may have on our business. Without financial support, it is possible that Marketing may file for bankruptcy protection and seek to reorganize or liquidate its business. It is also possible that Marketing may take other actions in addition to seeking to modify the terms of the Marketing Leases.
     From time to time when it was owned by Lukoil, we held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These discussions did not result in a common

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understanding with Marketing that would form a basis for modification of the Marketing Leases. After Lukoil’s transfer of its ownership of Marketing to Cambridge, we commenced discussions with Marketing’s new owners and management. Although Marketing’s new management has indicated a desire to reduce the number of properties its leases from us under the Marketing Leases in an effort to improve Marketing’s financial results, such discussions are currently ongoing and we do not yet have a definitive understanding of what Marketing’s business strategy under its new ownership is or how it may change in the future. We intend to continue our discussions with Marketing and diligently pursue the removal of properties from the Marketing Leases to the extent we deem it prudent for us to do so; however, there is no agreement in place providing for removal of a significant number of properties from the Marketing Leases. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent we receive from Marketing and increase our operating expenses. We cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any agreement for modification of the Marketing Leases may be. We also cannot accurately predict what actions Marketing may take, and what our recourse may be, whether the Marketing Leases are modified or not. During the second quarter of 2011 or thereafter, we may be required to significantly increase or decrease the deferred rent receivable reserve, record additional impairment charges related to our properties, or accrue for environmental liabilities as a result of the potential or actual modification or termination of the Marketing Leases.
     As of the date of this Form 10-Q, we have not yet received Marketing’s unaudited consolidated financial statements for the year ended December 2010. For the year ended December 31, 2009, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. Based on the interim reports we have received through 2010, Marketing’s significant losses have continued. We continue to believe that Marketing likely does not have the ability to generate cash flows from its business operations sufficient to meet its rental, environmental and other obligations under the terms of the Marketing Leases unless Marketing shows significant improvement in its financial results, reduces the number of properties under the Marketing Leases, or receives additional capital or credit support. There can be no assurance that Marketing will be successful in any of these efforts. It is possible that the deterioration of Marketing’s financial condition may continue or that Marketing may file bankruptcy and seek to reorganize or liquidate its business. We cannot predict what impact Lukoil’s transfer of its ownership interest to Cambridge will have on Marketing’s ability and willingness to perform its rental, environmental and other obligations under the Marketing Leases or on our business.
     As of March 31, 2011, the net carrying value of the deferred rent receivable attributable to the Marketing Leases was $20.9 million and the aggregate Marketing Environmental Liabilities (as defined below), net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay but have not accrued range between $13 million and $20 million. The actual amount of the Marketing Environmental Liabilities may be significantly higher than our estimated range and we can provide no assurance as to the accuracy of our estimate. Although our financial statements for the three months ended March 31, 2011 were not significantly affected by the transfer of Lukoil’s ownership interest in Marketing to Cambridge, our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies, its capital resources and we pursue possible modifications to the Marketing Leases. It is possible that we may be required to significantly

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increase or decrease the deferred rent reserve, record additional impairment charges related to the properties, or accrue for Marketing Environmental Liabilities as a result of changes in our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases that materially affect the amounts reported in our financial statements. It is also possible that as a result of material adjustments to the amounts recorded for certain of our assets and liabilities that we may not be in compliance with the financial covenants in our Credit Agreement or Term Loan Agreement.
     In November 2009, Marketing announced a restructuring of its business. Marketing disclosed that the restructuring included the sale of all assets unrelated to the properties it leases from us, the elimination of parent-guaranteed debt, and steps to reduce operating costs. Although Marketing’s press release stated that its restructuring included the sale of all assets unrelated to the properties it leases from us, we have concluded, based on the press releases related to the Marketing/Bionol contract dispute described below, that Marketing’s restructuring did not include the sale of all assets unrelated to the properties it leases from us. Marketing sold certain assets unrelated to the properties it leases from us to its affiliates, LUKOIL Pan Americas LLC and LUKOIL North America LLC. We believe that Marketing retained other assets, liabilities and business matters unrelated to the properties it leases from us. As part of the restructuring, Marketing paid off debt which had been guaranteed or held by Lukoil with proceeds from the sale of assets to Lukoil affiliates.
     In June 2010, Marketing and Bionol each issued press releases regarding a significant contractual dispute between them. Bionol owns and operates an ethanol plant in Pennsylvania. Bionol and Marketing entered into a five-year contract under which Marketing agreed to purchase substantially all of the ethanol production from the Bionol plant, at formula-based prices. Bionol stated that Marketing breached the contract by not paying the agreed-upon price for the ethanol. According to Bionol’s press release, the cumulative gross purchase commitment under the contract could be on the order of one billion dollars. We cannot predict how the ultimate resolution of this matter may impact Marketing’s long-term financial performance and its ability to meet its rental, environmental and other obligations to us as they become due under the terms of the Marketing Leases.
     We cannot predict what impact Marketing’s restructuring, dispute with Bionol, other changes in its business model or other impacts on its business will have on us. If Marketing should fail to meet its rental, environmental or other obligations to us, such default could lead to a protracted and expensive process for retaking control of our properties as a result of which, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected. In addition to the risk of disruption in rent receipts, we are subject to the risk of incurring real estate taxes, maintenance, environmental and other expenses at properties subject to the Marketing Leases.
     We intend either to re-let or sell any properties removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. We intend to offer properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. Although we are the fee or leasehold owner of the properties subject to the Marketing Leases and the owner of the Getty® brand, and have prior experience with tenants who operate their gas stations, convenience stores, automotive repair

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services or other businesses at our properties, in the event that properties are removed from the Marketing Leases, we cannot accurately predict if, when, or on what terms such properties could be re-let or sold.
     As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. As of March 31, 2011, Marketing was not operating any of the nine terminals it leases from us and had removed, or has scheduled removal of, underground gasoline storage tanks and related equipment at approximately 165 of our retail properties and we believe that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, at the appropriate time we will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property. Conversely, it may be easier to re-let or sell properties where underground gasoline storage tanks and related equipment have been removed if the property will not be used as a retail motor fuel outlet or if environmental contamination has been or is being remediated.
     In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the aggregate minimum rent due over the current terms of the Marketing Leases, substantially all of which are scheduled to expire in December 2015, is recognized on a straight-line (or an average) basis rather than when payment contractually is due. We record the cumulative difference between lease revenue recognized under this straight line accounting method and the lease revenue recognized when payment is due under the contractual payment terms as deferred rent receivable on our consolidated balance sheets. We provide reserves for a portion of the recorded deferred rent receivable if circumstances indicate that a property may be disposed of before the end of the current lease term or if it is not reasonable to assume that a tenant will make all of its contractual lease payments during the current lease term. Our assessments and assumptions regarding the recoverability of the deferred rent receivable related to the properties subject of the Marketing Leases are reviewed on a quarterly basis and such assessments and assumptions are subject to change.
     Based in part on our willingness to negotiate with Marketing for a modification of the Marketing Leases, and our belief that the Marketing Leases will be modified prior to the expiration of the current lease term, we believe that it is probable that we will not collect all of the rent due related to properties we identified as being the most likely to be removed from the Marketing Leases. As of March 31, 2011 and December 31, 2010, the net carrying value of the deferred rent receivable attributable to the Marketing leases was $20.9 million and $21.2 million, respectively, which was comprised of a gross deferred rent receivable of $28.5 million and $29.4 million, respectively, partially offset by a valuation reserve of $7.6 million and $8.2 million, respectively. The valuation reserves were estimated based on the deferred rent receivable attributable to properties identified from time to time as being the most likely to be removed from the Marketing Leases. We have not provided deferred rent receivable reserves related to the remaining properties subject to the Marketing Leases since, based on our assessments and assumptions as of March 31, 2011, we continued to believe that it was probable that we would collect the deferred rent receivables related to those remaining properties. It is possible that the deterioration of Marketing’s financial condition may continue, that Marketing may file bankruptcy and seek to reorganize or liquidate its business, or that Marketing may seek a reduction in the rental payments owed under the Marketing

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Leases in connection with a removal of properties from the Marketing Leases or otherwise. Our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, and a clearer understanding of Marketing’s business plan and strategies and its capital resources. It is possible that we may change our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, during the second quarter of 2011 or thereafter, we may be required to significantly increase or decrease our deferred rent receivable reserve or provide deferred rent receivable reserves related to the remaining properties subject to the Marketing Leases.
     Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of our properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with us relating to Marketing’s business and the properties it leases from us (collectively the “Marketing Environmental Liabilities”). However, we continue to have ongoing environmental remediation obligations at 176 retail sites and for certain pre-existing conditions at six of the terminals we lease to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, we may ultimately be responsible to pay for Marketing Environmental Liabilities as the property owner. We do not maintain pollution legal liability insurance to protect from potential future claims for Marketing Environmental Liabilities. We will be required to accrue for Marketing Environmental Liabilities if we determine that it is probable that Marketing will not meet its environmental obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be responsible to pay, or if our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities changes. However, as of March 31, 2011 we continued to believe that it was not probable that Marketing would not pay for substantially all of the Marketing Environmental Liabilities. Accordingly, we did not accrue for the Marketing Environmental Liabilities as of March 31, 2011 or December 31, 2010. Nonetheless, we have determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by us) would be material to us if we were required to accrue for all of the Marketing Environmental Liabilities since as a result of such accrual, we would not be in compliance with the existing financial covenants in our $175.0 million amended and restated senior unsecured revolving Credit Agreement expiring in March 2012 (the “Credit Agreement”) and our $25.0 million three-year term loan agreement expiring in September 2012 (the “Term Loan Agreement”). Such non-compliance would result in an event of default under the Credit Agreement and the Term Loan Agreement which, if not waived, would prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and the Term Loan Agreement. Our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies and its capital resources. It is possible that we may change our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, during the second quarter of 2011 or thereafter, we may be required to accrue for the Marketing Environmental Liabilities.
     We estimate that as of March 31, 2011, the aggregate Marketing Environmental Liabilities, net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay range between $13 million and $20 million, of which between $6 million to $9 million relate to the

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properties that we identified as the basis for our estimate of the deferred rent receivable reserve. Although we do not have a common understanding with Marketing that would form a basis for modification of the Marketing Leases, if the Marketing Leases are modified to remove any composition of properties, it is not our intention to assume Marketing’s Environmental Liabilities related to the properties that are so removed without adequate consideration from Marketing. Since we generally do not have access to certain site specific information available to Marketing, which is the party responsible for paying and managing its environmental remediation expenses at our properties, our estimates were developed in large part by review of the limited publically available information gathered through electronic databases and freedom of information requests and assumptions we made based on that data and on our own experiences with environmental remediation matters. The actual amounts of the ranges estimated above may be significantly higher than our estimates and we can provide no assurance as to the accuracy of these estimates.
     Should our assessments, assumptions and beliefs made effective as of March 31, 2011, prove to be incorrect or if circumstances change, the conclusions reached by us may change relating to (i) whether any or what combination of the properties subject to the Marketing Leases are likely to be removed from the Marketing Leases; (ii) recoverability of the deferred rent receivable for some or all of the properties subject to the Marketing Leases; (iii) potential impairment of the properties subject to the Marketing Leases; and (iv) Marketing’s ability to pay the Marketing Environmental Liabilities. We intend to regularly review our assumptions that affect the accounting for deferred rent receivable; long-lived assets; environmental litigation accruals; environmental remediation liabilities; and related recoveries from state underground storage tank funds. Our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies and its capital resources. Accordingly, it is possible that during the second quarter of 2011 or thereafter, we may be required to significantly increase or decrease the deferred rent receivable reserve, record additional impairment charges related to the properties subject of the Marketing Leases, or accrue for Marketing Environmental Liabilities as a result of the potential or actual bankruptcy filing by Marketing or as a result of the potential or actual modification of the Marketing Leases or other factors, which may result in material adjustments to the amounts recorded for these assets and liabilities, and as a result of which, we may not be in compliance with the financial covenants in our Credit Agreement and our Term Loan Agreement.
     We cannot provide any assurance that Marketing will continue to meet its rental, environmental or other obligations under the Marketing Leases. In the event that Marketing does not perform its rental, environmental or other obligations under the Marketing Leases; if the Marketing Leases are modified significantly or terminated; if we determine that it is probable that Marketing will not meet its rental, environmental or other obligations and we accrue for certain of such liabilities; if we are unable to promptly re-let or sell the properties upon recapture from the Marketing Leases; or, if we change our assumptions that affect the accounting for rental revenue or Marketing Environmental Liabilities related to the Marketing Leases and various other agreements; our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

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Supplemental Non-GAAP Measures
     We manage our business to enhance the value of our real estate portfolio and, as a REIT, place particular emphasis on minimizing risk and generating cash sufficient to make required distributions to shareholders of at least ninety percent of our taxable income each year. In addition to measurements defined by accounting principles generally accepted in the United States of America (“GAAP”), our management also focuses on funds from operations available to common shareholders (“FFO”) and adjusted funds from operations available to common shareholders (“AFFO”) to measure our performance. FFO is generally considered to be an appropriate supplemental non-GAAP measure of the performance of REITs. FFO is defined by the National Association of Real Estate Investment Trusts as net earnings before depreciation and amortization of real estate assets, gains or losses on dispositions of real estate (including such non-FFO items reported in discontinued operations), extraordinary items and cumulative effect of accounting change. Other REITs may use definitions of FFO and/or AFFO that are different than ours and; accordingly, may not be comparable. Beginning in the first quarter of 2011, we revised our definition of AFFO to exclude direct expensed costs related to property acquisitions.
     We believe that FFO and AFFO are helpful to investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, our fundamental operating performance. FFO excludes various items such as gains or losses from property dispositions and depreciation and amortization of real estate assets. In our case, however, GAAP net earnings and FFO typically include the impact of the “Revenue Recognition Adjustments” comprised of deferred rental revenue (straight-line rental revenue), the net amortization of above-market and below-market leases, and income recognized from direct financing leases on our recognition of revenues from rental properties, as offset by the impact of related collection reserves. GAAP net earnings and FFO from time to time may also include impairment charges, property acquisition costs or income tax benefits. Deferred rental revenue results primarily from fixed rental increases scheduled under certain leases with our tenants. In accordance with GAAP, the aggregate minimum rent due over the current term of these leases are recognized on a straight-line (or an average) basis rather than when payment is contractually due. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases. Income from direct financing leases is recognized over the lease term using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property. Impairment of long-lived assets represents charges taken to write-down real estate assets to fair value estimated when events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. Property acquisition costs are expensed, generally in the period when properties are acquired. In prior periods, income tax benefits have been recognized due to the elimination of, or a net reduction in, amounts accrued for uncertain tax positions related to being taxed as a C-corp., rather than as a REIT, prior to 2001.
     Management pays particular attention to AFFO, a supplemental non-GAAP performance measure that we define as FFO less Revenue Recognition Adjustments, impairment charges, property acquisition costs and income tax benefit. In management’s view, AFFO provides a more accurate depiction than FFO of our fundamental operating performance related to: (i) the impact of scheduled rent increases under these leases; (ii) the rental revenue earned from acquired in-place leases; (iii) the impact of rent due from direct financing leases, (iv) our rental operating expenses (exclusive of impairment charges); (v) our operating expenses (exclusive of direct expensed operating property acquisition costs) and (vi) our election to be treated as a REIT under the federal income tax laws beginning in 2001. Neither FFO nor AFFO represent

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cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity.
     A reconciliation of net earnings to FFO and AFFO for the three months ended March 31, 2011 and 2010 is as follows (in thousands, except per share amounts):
                 
    Three months ended  
    March 31,  
    2011     2010  
 
Net earnings
  $ 11,386     $ 11,905  
Depreciation and amortization of real estate assets
    2,325       2,395  
Gains from dispositions of real estate
    (68 )     (310 )
 
           
Funds from operations
    13,643       13,990  
Revenue recognition adjustments
    (230 )     (384 )
Impairment charges
    994        
Property acquisition costs
    1,986        
 
           
Adjusted funds from operations
  $ 16,393     $ 13,606  
 
           
Diluted per share amounts:
               
Earnings per share
  $ 0.35     $ 0.48  
Funds from operations per share
  $ 0.42     $ 0.56  
Adjusted funds from operations per share
  $ 0.50     $ 0.55  
 
               
Diluted weighted-average shares outstanding
    32,504       24,769  
RESULTS OF OPERATIONS
Three months ended March 31, 2011 compared to the three months ended March 31, 2010
     Revenues from rental properties included in continuing operations increased by $2.6 million to $25.0 million for the three months ended March 31, 2011, as compared to $22.4 million for the three months ended March 31, 2010. We received approximately $15.2 million and $15.1 million for the three months ended March 31, 2011 and March 31, 2010, respectively, from properties leased to Marketing under the Marketing Leases. We also received rent of $9.6 million for the three months ended March 31, 2011 and $6.9 million for the three months ended March 31, 2010 from other tenants. The increase in rent received for the three months ended March 31, 2011 was primarily due to rental income from 59 properties we acquired from, and leased back to, CPD NY Energy (“CPD”) in January 2011 and, to a lesser extent, due to rent escalations, partially offset by the effect of dispositions of real estate and lease expirations. In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented. As a result, revenues from rental properties include Revenue Recognition Adjustments comprised of non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income under a direct financing lease using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. Revenue Recognition Adjustments included in continuing operations increased rental revenue by $0.2 million for the three months ended March 31, 2011, and $0.4 million for the three months ended March 31, 2010.

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     Rental property expenses primarily comprised of rent expense and real estate and other state and local taxes included in continuing operations were $3.5 million for the three months ended March 31, 2011, as compared to $3.2 million for the three months ended March 31, 2010. The increase in rental property expenses for the quarter ended March 31, 2011, as compared to the prior year period, is principally due to $0.2 million of rent expense from the amortization of below-market leases related to properties acquired in 2011.
     Non-cash impairment charges of $1.0 million recorded in the quarter ended March 31, 2011 result from reductions in real estate valuations due to the removal or scheduled removal of underground storage tanks by Marketing or a reduction in the assumed holding period used to test for impairment at additional locations requested by Marketing in March 2011 to be removed from the Master Lease. There were no impairment charges recorded in the quarter ended March 31, 2010.
     Environmental expenses, net of estimated recoveries from underground storage tank funds included in continuing operations for the three months ended March 31, 2011 decreased by $0.5 million to $1.1 million, as compared to $1.6 million for the three months ended March 31, 2010. The decrease in net environmental expenses for the three months ended March 31, 2011 was primarily due to a lower provision for estimated environmental remediation costs which decreased by $0.4 million to $0.5 million for the three months ended March 31, 2011, as compared to $0.9 million recorded for the three months ended March 31, 2010. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period as compared to prior periods.
     General and administrative expenses increased by $2.6 million to $4.9 million for the three months ended March 31, 2011 as compared to $2.3 million recorded for the three months ended March 31, 2010. The increase in general and administrative expenses was principally due to $2.0 million of property acquisition costs and higher corporate overhead expenses recorded in the three months ended March 31, 2011.
     Depreciation and amortization expense included in continuing operations decreased by $0.1 million to $2.3 million for the three months ended March 31, 2011, as compared to $2.4 million for the three months ended March 31, 2010. The decrease was primarily due to the effect of certain assets becoming fully depreciated, lease terminations and property dispositions.
     As a result, total operating expenses increased by $3.3 million to $12.8 million for the three months ended March 31, 2011, as compared to $9.5 million for the three months ended March 31, 2010.
     Other income, net, included in income from continuing operations was $0.4 million for the three months ended March 31, 2011 and $0.1 million for the three months ended March 31, 2010. The increase in other income is due to interest income related to an $18.4 million ten-year note issued in January 2011. Gains from dispositions of real estate included in discontinued operations was $0.1 million for the three months ended March 31, 2011 and $0.3 million for the three months ended March 31, 2010. Other income, net varies from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in other income reported for one period as compared to prior periods.

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     Interest expense decreased by $0.2 million to $1.3 million for the three months ended March 31, 2011, as compared to $1.5 million for the three months ended March 31, 2010. The decrease for the three months ended March 31, 2011 was due to lower borrowings outstanding and lower weighted average effective interest rates during the three months ended March 31, 2011, as compared to the three months ended March 31, 2010. The lower average borrowings outstanding was principally due to the repayment of a portion of the outstanding balance of our Credit Agreement with a portion of the net proceeds from public stock offerings of our common stock during the second quarter of 2010 and the first quarter of 2011. The lower weighted average effective interest rates was caused by changes in the relative amounts of debt outstanding under our Credit Agreement and Term Loan, (each described in “Liquidity and Capital Resources” below).
     The operating results and gains from certain dispositions of real estate sold in 2011 and 2010 are reclassified as discontinued operations. The operating results of such properties for the three months ended March 31, 2010 has also been reclassified to discontinued operations to conform to the 2011 presentation. The results of discontinued operations, primarily comprised of gains on dispositions of real estate, was $0.1 million for the three months ended March 31, 2011, as compared to $0.3 million for the three months ended March 31, 2010. The decrease was primarily due to lower gains on dispositions of real estate. For the three months ended March 31, 2011, there was one property disposition. For the three months ended March 31, 2010, there were two property dispositions. Gains on disposition of real estate vary from period to period and accordingly, undue reliance should not be placed on the magnitude or the directions of change in reported gains for one period as compared to prior periods.
     As a result, earnings from continuing operations decreased by $0.3 million to $11.3 million for the three months ended March 31, 2011, as compared to $11.6 million for the three months ended March 31, 2010 and net earnings decreased by $0.5 million to $11.4 million for the three months ended March 31, 2011, as compared to $11.9 million for the three months ended March 31, 2010. Excluding the $2.0 million of direct costs related to two portfolio acquisitions that the Company closed during the quarter, the Company’s net earnings for the quarter would have increased by $1.5 million to $13.4 million, and net earnings from continuing operations would have increased by $1.7 million to $13.3 million.
     For the three months ended March 31, 2011, FFO decreased by $0.4 million to $13.6 million, as compared to $14.0 million for the three months ended March 31, 2010, and AFFO increased by $2.8 million to $16.4 million, as compared to $13.6 million for the three months ended March 31, 2010. The decrease in FFO for the three months ended March 31, 2011 was primarily due to the changes in net earnings but excludes a $0.1 million decrease in depreciation and amortization expense and a $0.2 million decrease in gains on dispositions of real estate. The increase in AFFO for the three months ended March 31, 2011 also excludes a $0.2 million reduction in Rental Revenue Adjustments which cause our reported revenues from rental properties to vary from the amount of rent payments contractually due or received by us during the periods presented, $1.0 million of impairment charges recorded in the quarter ended March 31, 2011 and $2.0 million of property acquisition expenses recorded in the quarter ended March 31, 2011, (which are included in net earnings and FFO but are excluded from AFFO).
     The calculations of net earnings per share, FFO per share, and AFFO per share for the three months ended March 31, 2011 were impacted by an increase in the weighted average number of shares outstanding as a result of the issuance of shares of common stock in 2010 and 2011. The weighted average number of shares outstanding used in our per share calculations increased by 7.7 million shares, or 31.2%,

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for the three months ended March 31, 2011, as compared to the prior year period. Accordingly, the percentage or direction of the changes in net earnings, FFO and AFFO discussed above may differ from the changes in the related per share amounts. Diluted earnings per share was $0.35 per share for the three months ended March 31, 2011, as compared to $0.48 per share for the three months ended March 31, 2010. Diluted FFO per share for the three months ended March 31, 2011 was $0.42 per share, as compared to $0.56 per share for the three months ended March 31, 2010. Diluted AFFO per share for the three months ended March 31, 2011 was $0.50 per share, as compared to $0.55 per share for the three months ended March 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
     Our principal sources of liquidity are the cash flows from our operations, funds available under our revolving Credit Agreement that expires in March 2012, described below, and available cash and cash equivalents. Management believes that our operating cash needs for the next twelve months can be met by cash flows from operations, borrowings under our existing Credit Agreement and available cash and cash equivalents. Net cash flow provided by operating activities reported on our consolidated statement of cash flows for the three months ended March 31, 2011 and 2010 were $14.9 million and $13.8 million, respectively. It is possible that our business operations or liquidity may be adversely affected by Marketing and the Marketing Leases discussed in “General — Marketing and the Marketing Leases” above and as a result we may be in default of our Credit Agreement or Term Loan Agreement which if such default was not cured or waived would prohibit us from drawing funds against the Credit Agreement. We may be required to enter into alternative loan agreements, sell assets or issue additional equity at unfavorable terms if we do not have access to funds under our Credit Agreement.
     We cannot accurately predict how periods of illiquidity in the credit markets may impact our access to capital and the costs associated with any additional borrowings. We may not be able to obtain additional financing on favorable terms, or at all. If one or more of the financial institutions that support our Credit Agreement fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under our Credit Agreement. In addition, we may not be able to refinance our outstanding debt when due, which could have a material adverse effect on us.
     During the first quarter of 2011, we completed a public stock offering of 3.45 million shares of our common stock. Substantially all of the $92.3 million net proceeds from the offering was used to repay a portion of the outstanding balance under our Credit Agreement and the remainder was used for general corporate purposes.
     We are party to a $175.0 million amended and restated senior unsecured revolving credit agreement (the “Credit Agreement”) with a group of domestic commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”) which expires in March 2012 (on March 10, 2010 we exercised our option to extend the maturity date of the Credit Agreement for one year). We are considering amending and extending the term of the existing Credit Agreement or entering into a new revolving credit agreement. There can be no assurance that before or at the expiration of the Credit Agreement we will be able to amend the existing Credit Agreement or enter into a new revolving credit agreement on favorable terms, if at all.
     As of March 31, 2011, borrowings under the Credit Agreement were $160.0 million bearing interest at a rate of 1.31% per annum. We had $15.0 million available under the terms of the Credit Agreement as of

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March 31, 2011. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on our leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when our quarterly financial results are reported to the Bank Syndicate. Based on our leverage ratio as of March 31, 2011, the applicable margin will remain at 0.0% for base rate borrowings and 1.0% for LIBOR rate borrowings.
     The annual commitment fee on the unused Credit Agreement ranges from 0.10% to 0.20% based on the average amount of borrowings outstanding. The Credit Agreement contains customary terms and conditions, including financial covenants such as those requiring us to maintain minimum tangible net worth, leverage ratios and coverage ratios which may limit our ability to incur debt or pay dividends. The Credit Agreement contains customary events of default, including change of control, failure to maintain REIT status and a material adverse effect on our business, assets, prospects or condition. Any event of default, if not cured or waived, would prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under our Credit Agreement, an inability to draw additional funds from the Credit Agreement and could also give rise to an event of default and consequent acceleration of our indebtedness under our Term Loan Agreement. Additionally, in such an event, we may be required to enter into alternative loan agreements, sell assets or issue additional equity at unfavorable terms if we do not have access to funds under our Credit Agreement.
     We are party to a $45.0 million LIBOR based interest rate Swap Agreement with JPMorgan Chase Bank, N.A. as the counterparty (the “Swap Agreement”), effective through June 30, 2011. The Swap Agreement is intended to hedge our current exposure to market interest rate risk by effectively fixing, at 5.44%, the LIBOR component of the interest rate determined under our existing LIBOR based loan agreements. We will be fully exposed to interest rate risk on our aggregate borrowings floating at market rates upon expiration of the Swap Agreement unless we enter into another swap agreement.
     We are party to a $25.0 million three-year Term Loan Agreement with TD Bank (the “Term Loan Agreement” or “Term Loan”) which expires in September 2012. As of March 31, 2011, borrowings under the Term Loan Agreement were $23.4 million bearing interest at a rate of 3.5% per annum. The Term Loan Agreement provides for annual reductions of $0.8 million in the principal balance with a $22.2 million balloon payment due at maturity. The Term Loan Agreement bears interest at a rate equal to a thirty day LIBOR rate (subject to a floor of 0.4%) plus a margin of 3.1%. The Term Loan Agreement contains customary terms and conditions, including financial covenants such as those requiring us to maintain minimum tangible net worth, leverage ratios and coverage ratios and other covenants which may limit our ability to incur debt or pay dividends. The Term Loan Agreement contains customary events of default, including change of control, failure to maintain REIT status or a material adverse effect on our business, assets, prospects or condition. Any event of default, if not cured or waived, would prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Term Loan Agreement.
     Since we generally lease our properties on a triple-net basis, we do not incur significant capital expenditures other than those related to acquisitions. As part of our overall business strategy, we regularly review opportunities to acquire additional properties and we expect to continue to pursue acquisitions that we believe will benefit our financial performance. Capital expenditures, including acquisitions, for the

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three months ended March 31, 2011 and 2010 amounted to $165.4 million, and $1.5 million, respectively. To the extent that our current sources of liquidity are not sufficient to fund capital expenditures and acquisitions we will require other sources of capital, which may or may not be available on favorable terms or at all. We cannot accurately predict how periods of illiquidity in the credit markets may impact our access to capital.
     We elected to be treated as a REIT under the federal income tax laws with the year beginning January 1, 2001. As a REIT, we are required, among other things, to distribute at least ninety percent of our taxable income to shareholders each year. Payment of dividends is subject to market conditions, our financial condition and other factors, and therefore cannot be assured. In particular, our Credit Agreement prohibits the payment of dividends during certain events of default. Dividends paid to our shareholders aggregated $14.4 million and $11.8 million for the three months ended March 31, 2011 and 2010, respectively. We presently intend to pay common stock dividends of $0.48 per share each quarter ($1.92 per share, or $64.4 million, on an annual basis including dividend equivalents paid on outstanding restricted stock units), and commenced doing so with the quarterly dividend declared in August 2010. Due to the developments related to Marketing and the Marketing Leases discussed in “General -Marketing and the Marketing Leases” above, there can be no assurance that we will be able to continue to pay dividends at the rate of $0.48 per share per quarter, if at all.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
     The consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in its financial statements. Although we have made estimates, judgments and assumptions regarding future uncertainties relating to the information included in our financial statements, giving due consideration to the accounting policies selected and materiality, actual results could differ from these estimates, judgments and assumptions and such differences could be material.
     Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, deferred rent receivable, income under direct financing leases, recoveries from state underground storage tank funds, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued expenses, income taxes, allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed and exposure to paying an earnings and profits deficiency dividend. The information included in our financial statements that is based on estimates, judgments and assumptions is subject to significant change and is adjusted as circumstances change and as the uncertainties become more clearly defined.
     Our accounting policies are described in note 1 to the consolidated financial statements that appear in our Annual Report on Form 10-K for the year ended December 31, 2010. We believe that the more critical of our accounting policies relate to revenue recognition and deferred rent receivable and related reserves, impairment of long-lived assets, income taxes, environmental costs and recoveries from state underground storage tank funds, allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed and litigation, each of which is discussed in “Item 7. Management’s Discussion and

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Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2010.
     As of March 31, 2010, the net carrying value of the deferred rent receivable attributable to the Marketing Leases was $20.9 million and the aggregate Marketing Environmental Liabilities, net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay but have not accrued range between $13 million and $20 million. The actual amount of the Marketing Environmental Liabilities may differ from our estimated range and we can provide no assurance as to the accuracy of our estimate. Although our financial statements for the three months ended March 31, 2011 and for the year ended December 31, 2010 were not affected by the transfer of Lukoil’s ownership interest in Marketing to Cambridge, our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies and its capital resources. It is possible that we may be required to increase or decrease the deferred rent reserve, record additional impairment charges related to the properties, or accrue for Marketing Environmental Liabilities as a result of changes in our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases that affect the amounts reported in our financial statements. It is also possible that as a result of material adjustments to the amounts recorded for certain of our assets and liabilities that we may not be in compliance with the financial covenants in our Credit Agreement or Term Loan Agreement. (See “— General —Marketing and the Marketing Leases” above for additional information.)
ENVIRONMENTAL MATTERS
General
     We are subject to numerous existing federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Our tenants are directly responsible for compliance with various environmental laws and regulations as the operators of our properties. Environmental expenses are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. We seek reimbursement from state UST remediation funds related to these environmental expenses where available.
     We enter into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain of our tenants, we have agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at an individual property, our environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of our tenant. As of March 31, 2011, we have regulatory approval for remediation action plans in place at 217 (92%) of the 237 properties at which we continue to retain remediation responsibility and the remaining 20 properties (8%) were in the assessment phase. In

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addition, we have nominal post-closure compliance obligations at 31 properties where we have received “no further action” letters.
     Our tenants are directly responsible to pay for (i) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (ii) environmental liabilities allocated to them under the terms of our leases and various other agreements. Generally, the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of our tenants. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of our tenants based on our tenants’ past histories of paying such obligations and/or our assessment of their respective financial abilities to pay their share of such costs. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so.
     It is possible that our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. We will be required to accrue for environmental liabilities that we believe are allocable to others under various other agreements if we determine that it is probable that the counter-party will not meet its environmental obligations. We may ultimately be responsible to pay for environmental liabilities as the property owner if the counter-party fails to pay them. The ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. (See “— General —Marketing and the Marketing Leases” above for additional information.)
     We have also agreed to provide limited environmental indemnification to Marketing, capped at $4.25 million, for certain pre-existing conditions at six of the terminals we own and lease to Marketing. Under the indemnification agreement, Marketing is required to pay (and has paid) the first $1.5 million of costs and expenses incurred in connection with remediating any such pre-existing conditions, Marketing shares equally with us the next $8.5 million of those costs and expenses and Marketing is obligated to pay all additional costs and expenses over $10.0 million. We have accrued $0.3 million as of March 31, 2011 and December 31, 2010 in connection with this indemnification agreement. Under the Master Lease, we continue to have additional ongoing environmental remediation obligations at 176 scheduled sites.
     As the operator of our properties under the Marketing Leases, Marketing is directly responsible to pay for the remediation of environmental contamination it causes and to comply with various environmental laws and regulations. In addition, the Marketing Leases and various other agreements between Marketing and us allocate responsibility for known and unknown environmental liabilities between Marketing and us relating to the properties subject to the Marketing Leases. It is possible that our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. If Marketing fails to pay them, we may ultimately be responsible to pay for environmental liabilities as the property owner. We are required to accrue for environmental liabilities that we believe are allocable to Marketing under the Marketing Leases and various other agreements if we determine that it is probable that Marketing will not pay its

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environmental obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be responsible to pay.
     As of March 31, 2011, we continued to believe that it was not probable that Marketing will not pay for substantially all of the environmental liabilities allocable to it under the Marketing Leases and various other agreements and, therefore, have not accrued for such environmental liabilities. Our assessments and assumptions that affect the recording of environmental liabilities related to the properties subject to the Marketing Leases are reviewed on a quarterly basis and such assessments and assumptions are subject to change. It is possible that we may change our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, we may be required to accrue for the Marketing Environmental Liabilities.
     We have determined that the aggregate amount of the environmental liabilities attributable to Marketing related to our properties (as estimated by us, based on our assumptions and our analysis of information currently available to us described in more detail above) (the “Marketing Environmental Liabilities”) would be material to us if we were required to accrue for all of the Marketing Environmental Liabilities since as a result of such accrual, we would not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. Such non-compliance would result in an event of default under the Credit Agreement and our Term Loan Agreement which, if not waived, would prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and the Term Loan Agreement. (See “— General —Marketing and the Marketing Leases” above for additional information.)
     The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. Environmental liabilities and related recoveries are measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. The environmental remediation liability is estimated based on the level and impact of contamination at each property and other factors described herein. The accrued liability is the aggregate of the best estimate for the fair value of cost for each component of the liability. Recoveries of environmental costs from state UST remediation funds, with respect to both past and future environmental spending, are accrued at fair value as an offset to environmental expense, net of allowance for collection risk, based on estimated recovery rates developed from our experience with the funds when such recoveries are considered probable.
     Environmental exposures are difficult to assess and estimate for numerous reasons, including the extent of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it takes to remediate contamination. In developing our liability for probable and reasonably estimable environmental remediation costs on a property by property basis, we consider among other things, enacted laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable.

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     As of March 31, 2011, we had accrued $10.7 million as management’s best estimate of the net fair value of reasonably estimable environmental remediation costs which was comprised of $14.7 million of estimated environmental obligations and liabilities offset by $4.0 million of estimated recoveries from state UST remediation funds, net of allowance. Environmental expenditures, net of recoveries from UST funds, were $0.6 million and $0.8 million, respectively, for three months ended March 31, 2011 and 2010. For the three months ended March 31, 2011 and 2010 estimated environmental remediation cost and accretion expense included in environmental expenses in continuing operations in our consolidated statements of operations amounted to $0.5 million and $0.9 million, respectively, which amounts were net of probable recoveries from state UST remediation funds.
     Environmental liabilities and related assets are currently measured at fair value based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We also use probability weighted alternative cash flow forecasts to determine fair value. We assumed a 50% probability factor that the actual environmental expenses will exceed engineering estimates for an amount assumed to equal one year of gross expenses aggregating $5.1 million before recoveries from UST funds. Accordingly, the environmental accrual as of March 31, 2011 was increased by $2.0 million, net of assumed recoveries and before inflation and present value discount adjustments. The resulting net environmental accrual as of March 31, 2011 was then further increased by $0.8 million for the assumed impact of inflation using an inflation rate of 2.75%. Assuming a credit-adjusted risk-free discount rate of 7.0%, we then reduced the net environmental accrual, as previously adjusted, by a $1.8 million discount to present value. Had we assumed an inflation rate that was 0.5% higher and a discount rate that was 0.5% lower, net environmental liabilities accrued as of March 31, 2011 would have increased by an aggregate of $0.2 million. However, the aggregate net change in environmental estimates expense recorded during the year ended March 31, 2011 would not have changed significantly if these changes in the assumptions were made effective December 31, 2010.
     In view of the uncertainties associated with environmental expenditures, contingencies concerning Marketing and the Marketing Leases and contingencies related to other parties, however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than these estimates. (See “— General —Marketing and the Marketing Leases” above for additional information.) Adjustments to accrued liabilities for environmental remediation costs will be reflected in our financial statements as they become probable and a reasonable estimate of fair value can be made. Future environmental costs could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.
     We cannot accurately predict what environmental legislation or regulations may be enacted in the future or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. We cannot accurately predict if state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and if future environmental spending will continue to be eligible for reimbursement at historical recovery rates under these programs. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation.

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Environmental litigation
     We are subject to various legal proceedings and claims which arise in the ordinary course of our business. In addition, we have retained responsibility for certain legal proceedings and claims relating to the petroleum marketing business that were identified at the time the Company’s petroleum marketing business was spun-off to our shareholders in March 1997. As of March 31, 2011 and December 31, 2010, we had accrued $2.9 million and $3.3 million, respectively, for certain of these matters which we believe were appropriate based on information then currently available. It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental litigation accruals. Matters related to the Lower Passaic River and certain MTBE multi-district litigation cases, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. See “Item 3. Legal Proceedings” which appears in our Annual Report on Form 10-K for the year ended December 31, 2010 for additional information with respect to these and other pending environmental lawsuits and claims.
Forward-Looking Statements
     Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use the words “believes,” “expects,” “plans,” “projects,” “estimates,” “predicts” and similar expressions, we intend to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding: our primary tenant, Marketing, and the Marketing Leases included in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Marketing and the Marketing Leases” and elsewhere in this Quarterly Report on Form 10-Q; the impact of any modification or termination of the Marketing Leases on our business and ability to pay dividends or our stock price; the impact of Lukoil’s transfer of its ownership interest in Marketing on Marketing’s ability or willingness to perform its rental, environmental and other obligations under the Marketing Leases; the reasonableness of and assumptions regarding our accounting estimates, judgments, assumptions and beliefs; our beliefs regarding Marketing and its operations, including our belief that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities; our ability to predict if, or when, the Marketing Leases will be modified, what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; what the terms of any agreement for modification of the Marketing Leases may be or what our recourse will be if the Marketing Leases are modified or terminated; our belief that it is not probable that we will not collect all the rent due related to the properties we identified as being most likely to be removed from the Marketing Leases; our exposure and liability due to and our estimates and assumptions regarding our environmental liabilities and remediation costs; our estimates and assumptions regarding the Marketing Environmental Liabilities and other environmental remediation costs; our belief that our accruals for environmental and litigation matters were appropriate; compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters; the probable outcome of litigation or regulatory actions and its impact on us; our expected recoveries from underground storage tank funds; our expectations regarding the indemnification obligations of the Company and others; future acquisitions and financing opportunities and their impact on our financial performance; our ability to renew expired leases; the adequacy of our current and anticipated cash flows from operations, borrowings under our Credit Agreement and available cash and cash equivalents; our expectation as to our continued compliance with

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the financial covenants in our Credit Agreement and our Term Loan Agreement; our ability to re-let properties at market rents or sell properties and our ability to maintain our federal tax status as a real estate investment trust (“REIT”).
     These forward-looking statements are based on our current beliefs and assumptions and information currently available to us, and involve known and unknown risks (including the risks described herein, those described in “Marketing and the Marketing Leases” herein, and other risks that we describe from time to time in this and our other filings with the SEC), uncertainties and other factors which may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.
     These risks include, but are not limited to risks associated with: material dependence on Marketing as a tenant; the transfer of Lukoil’s ownership interest in Marketing; the possibility that Marketing may not perform its rental, environmental or other obligations under the Marketing Leases; the possibility that Marketing may file for bankruptcy protection and seek to reorganize or liquidate its business; the impact of Marketing’s announced restructuring of its business; the modification or termination of the Marketing Leases; our inability to provide access to financial information about Marketing; the uncertainty of our estimates, judgments and assumptions associated with our accounting policies and methods; costs of completing environmental remediation and of compliance with environmental legislation and regulations; our ability to acquire or develop new properties; potential future acquisitions; owning and leasing real estate generally; adverse developments in general business, economic or political conditions; performance of our tenants of their lease obligations, tenant non-renewal and our ability to re-let or sell vacant properties; our dependence on external sources of capital; generalized credit market dislocations and contraction of available credit; our business operations generating sufficient cash for distributions or debt service; changes in interest rates and our ability to manage or mitigate this risk effectively; expenses not covered by insurance; potential exposure related to pending lawsuits and claims; owning real estate primarily concentrated in the Northeast and Mid-Atlantic regions of the United States; substantially all of our tenants depending on the same industry for their revenues; the impact of our electing to be treated as a REIT under the federal income tax laws, including subsequent failure to qualify as a REIT; our potential inability to pay dividends; changes to our dividend policy; changes in market conditions; adverse affect of inflation; the loss of a member or members of our management team; and terrorist attacks and other acts of violence and war.
     As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in this report and those that are described from time to time in our other filings with the SEC.
     You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. We undertake no obligation to publicly release revisions to these forward-looking statements that reflect future events or circumstances or reflect the occurrence of unanticipated events.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Prior to April 2006, when we entered into the swap agreement with JPMorgan Chase, N.A. (the “Swap Agreement”), we had not used derivative financial or commodity instruments for trading, speculative or any other purpose, and had not entered into any instruments to hedge our exposure to interest rate risk. We do not have any foreign operations, and are therefore not exposed to foreign currency exchange rate.
     We are exposed to interest rate risk, primarily as a result of our $175.0 million Credit Agreement and our $25.0 million Term Loan Agreement. We use borrowings under the Credit Agreement to finance acquisitions and for general corporate purposes. We used borrowings under the Term Loan Agreement to partially finance an acquisition in September 2009. Total borrowings outstanding as of March 31, 2011 under the Credit Agreement and the Term Loan Agreement were $160.0 million and $23.4 million, respectively, bearing interest at a weighted-average rate of 1.6% per annum, or a weighted-average effective rate of 2.8% including the impact of the Swap Agreement discussed below. The weighted-average effective rate is based on (i) $115.0 million of LIBOR rate borrowings outstanding under the Credit Agreement floating at market rates plus a margin of 1.00%, (ii) $23.4 million of LIBOR based borrowings outstanding under the Term Loan Agreement floating at market rates (subject to a 30 day LIBOR floor of 0.4%) plus a margin of 3.1% and, (iii) the impact of the Swap Agreement effectively fixing at 5.44% the LIBOR component on $45.0 million of floating rate debt. Our Credit Agreement, which expires in March 2012, permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on our leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when our quarterly financial results are reported to the Bank Syndicate. Based on our leverage ratio as of March 31, 2011, the applicable margin will remain at 0.0% for base rate borrowings and 1.00% for LIBOR rate borrowings. It is possible that our business operations or liquidity may be adversely affected by Marketing and the Marketing Leases discussed in “General — Marketing and the Marketing Leases” above and as a result we may be in default of our Credit Agreement or Term Loan Agreement which if such default was not cured or waived would prohibit us from drawing funds against the Credit Agreement. An event of default if not cured or waived would increase by 2.0% the interest rate we pay under our Credit Agreement. We may be required to enter into alternative loan agreements, sell assets or issue additional equity at unfavorable terms if we do not have access to funds under our Credit Agreement.
     We manage our exposure to interest rate risk by minimizing, to the extent feasible, our overall borrowing and monitoring available financing alternatives. Our interest rate risk as of March 31, 2011 has increased significantly, as compared to December 31, 2010 primarily as a result of $113.0 million drawn under the Credit Agreement to finance the transaction with CPD NY and $92.1 million drawn under the Credit Agreement to finance the transaction with Nouria, partially offset by the repayment of approximately $92.3 of the borrowings then outstanding under the Credit Agreement with funds primarily received from the proceeds of a 3.45 million share common stock offering. Our interest rate risk may materially change in the future if we increase our borrowings under the Credit Agreement, seek other sources of debt or equity capital or refinance our outstanding debt.
     We entered into a $45.0 million LIBOR based interest rate Swap Agreement, effective through June 30, 2011, to manage a portion of our interest rate risk. The Swap Agreement is intended to hedge $45.0 million of our current exposure to variable interest rate risk by effectively fixing, at 5.44%, the LIBOR component of the interest rate determined under our existing loan agreements or future exposure to variable interest rate risk due to borrowing arrangements that may be entered into prior to the expiration

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of the Swap Agreement. As a result, we are, and will be, exposed to interest rate risk to the extent that our aggregate borrowings floating at market rates exceed the $45.0 million notional amount of the Swap Agreement. As of March 31, 2011, our aggregate borrowings floating at market rates exceeded the notional amount of the Swap Agreement by $138.4 million. We have not determined if we will enter into other swap agreements either before or after the expiration of the Swap Agreement in June 2011. It is possible that we may significantly change how we manage our interest rate risk in the near future due to, among other factors, the acquisition of properties or seeking other sources of capital.
     We entered into the $45.0 million notional five year interest rate Swap Agreement, designated and qualifying as a cash flow hedge to reduce our exposure to the variability in future cash flows attributable to changes in the LIBOR rate. Our primary objective when undertaking hedging transactions and derivative positions is to reduce our variable interest rate risk by effectively fixing a portion of the interest rate for existing debt and anticipated refinancing transactions. This in turn, reduces the risks that the variability of cash flows imposes on variable rate debt. Our strategy protects us against future increases in interest rates. Although the Swap Agreement is intended to lessen the impact of rising interest rates, it also exposes us to the risk that the other party to the agreement will not perform, the agreement will be unenforceable and the underlying transactions will fail to qualify as a highly-effective cash flow hedge for accounting purposes. Further, there can be no assurance that the use of an interest rate swap will always be to our benefit. While the use of an interest rate Swap Agreement is intended to lessen the adverse impact of rising interest rates, it also conversely limits the positive impact that could be realized from falling interest rates with respect to the portion of our variable rate debt covered by the interest rate Swap Agreement.
     In the event that we were to settle the Swap Agreement prior to its maturity, if the corresponding LIBOR swap rate for the remaining term of the Swap Agreement is below the 5.44% fixed strike rate at the time we settle the Swap Agreement, we would be required to make a payment to the Swap Agreement counter-party; if the corresponding LIBOR swap rate is above the fixed strike rate at the time we settle the Swap Agreement, we would receive a payment from the Swap Agreement counter-party. The amount that we would either pay or receive would equal the present value of the basis point differential between the fixed strike rate and the corresponding LIBOR swap rate at the time we settle the Swap Agreement.
     Based on our aggregate average outstanding borrowings under the Credit Agreement and the Term Loan Agreement projected at $183.1 million for 2011, an increase in market interest rates of 0.5% for 2011 would decrease our 2011 net income and cash flows by $0.8 million. This amount was determined by calculating the effect of a hypothetical interest rate change on our aggregate borrowings floating at market rates that is not covered by our $45.0 million interest rate Swap Agreement through the June 2011 and the full amount of such borrowings after the expiration of the Swap Agreement, and assumes that the $160.0 million average outstanding borrowings under the Credit Agreement during the first quarter of 2011 as adjusted to reflect $112.8 million of net incremental borrowings under the Credit Agreement related to the acquisitions and common stock issuance completed in the first quarter of 2011 plus the $23.1 million average scheduled outstanding borrowings for 2011 under the Term Loan Agreement is indicative of our future average borrowings for 2011 before considering additional borrowings required for future acquisitions or repayment of outstanding borrowings from proceeds of future equity offerings. The calculation also assumes that there are no other changes in our financial structure or the terms of our borrowings. Our exposure to fluctuations in interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our Credit Agreement, with decreases in the

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outstanding amount under our Term Loan Agreement and with increases or decreases in amounts outstanding under borrowing agreements entered into with interest rates floating at market rates.
     In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments with high-credit-quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A.
Item 4.  
Controls and Procedures
     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or furnished pursuant to the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
     As required by the Exchange Act Rule 13a-15(b), the Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011.
     There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
     Please refer to “Item 3. Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, 2010, and to note 3 to our accompanying unaudited consolidated financial statements which appears in this Quarterly Report on Form 10-Q, for additional information.
Item 1A. Risk Factors
     There have not been any material changes to the information previously disclosed in “Part I, Item 1A. Risk Factors” which appears in our Annual Report on Form 10-K for the year ended December 31, 2010 except as follows:

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     Our financial results are materially dependent on the performance of Marketing. In the event that Marketing does not perform its rental, environmental or other obligations under the Marketing Leases, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price could be materially adversely affected. The financial performance of Marketing has deteriorated in recent years.
     Our financial results are materially dependent upon the ability of Marketing to meet its rental, environmental and other obligations under the Marketing Leases. A substantial portion of our revenues (59% for the three months ended March 31, 2011) are derived from the Marketing Leases. Accordingly, any factor that adversely affects Marketing’s ability to meet its rental, environmental and other obligations under the Marketing Leases may have a material adverse effect on our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 8 in “Item 1. Financial Statements— Notes to Consolidated Financial Statements.”
     As of the date of this Form 10-Q, we have not yet received Marketing’s unaudited consolidated financial statements for the year ended December 2010. For the year ended December 31, 2009, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. Based on the interim reports we have received through 2010, Marketing’s significant losses have continued. We continue to believe that Marketing likely does not have the ability to generate cash flows from its business operations sufficient to meet its rental, environmental and other obligations under the terms of the Marketing Leases unless Marketing shows significant improvement in its financial results, reduces the number of properties under the Marketing Leases, or receives additional capital or credit support. There can be no assurance that Marketing will be successful in any of these efforts. It is also possible that the deterioration of Marketing’s financial condition may continue or that Marketing may file bankruptcy and seek to reorganize or liquidate its business. We cannot predict what impact Lukoil’s transfer of its ownership interest to Cambridge will have on Marketing’s ability and willingness to perform its rental, environmental and other obligations under the Marketing Leases or on our business.
     As of March 31, 2011, the net carrying value of the deferred rent receivable attributable to the Marketing Leases was $20.9 million and the aggregate Marketing Environmental Liabilities (as defined below), net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay but have not accrued range between $13 million and $20 million. The actual amount of the Marketing Environmental Liabilities may be significantly higher than our estimated range and we can provide no assurance as to the accuracy of our estimate. Although our financial statements for the three months ended March 31, 2011 were not significantly affected subsequent to the transfer of Lukoil’s ownership interest in Marketing to Cambridge, our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies, its capital resources and we pursue possible modifications to the Marketing Leases. It is possible that we may be required to increase or decrease the deferred rent reserve, record additional impairment charges related to the properties, or accrue for Marketing Environmental Liabilities as a result of changes in our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases that materially affect the amounts reported in our financial statements. It is possible also that as a result of material adjustments to the amounts recorded

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for certain of our assets and liabilities that we may not be in compliance with the financial covenants in our Credit Agreement or Term Loan Agreement.
     If Marketing does not meet its rental, environmental and other obligations under the Marketing Leases, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.
     Lukoil transferred its ownership interest in Marketing. We cannot predict what impact such transfer will have on Marketing’s ability or willingness to perform its rental, environmental and other obligations under the Master Lease and on our business.
     On February 28, 2011, Lukoil, one of the largest integrated Russian oil companies, transferred its ownership interest in Marketing to Cambridge. We are not privy to the terms and conditions pertaining to this transaction between Lukoil and Cambridge and we do not know what type or amount of consideration, if any, was paid or is payable by Lukoil or its subsidiaries to Cambridge, or by Cambridge to Lukoil or its subsidiaries in connection with the transfer. We do not know if there are any ongoing contractual or business relationships between Lukoil or its subsidiaries .Although we believe that there are certain contractual relationships between Lukoil or its subsidiaries and Marketing, we have not confirmed the existence of such agreements and we do not know the terms and conditions of such agreements or the scope or extent of any ongoing contractual or business relationships between Lukoil or its subsidiaries and Cambridge or its subsidiaries, including Marketing.
     We did not believe that while Lukoil owned Marketing it would allow Marketing to fail to meet its obligations under the Marketing Lease. However, there can be no assurance that Cambridge will have the capacity to provide capital or financial support to Marketing or will provide or arrange for the provision of additional capital investment or financial support to Marketing in the future that Marketing may require to perform its obligations under the Marketing Leases. We cannot predict what impact the transfer of Marketing may have on our business. Without financial support, it is possible that Marketing may file for bankruptcy protection and seek to reorganized or liquidate its business or take other actions in addition to seeking to modify the terms of the Marketing Leases.
     If it becomes probable that Marketing will not pay its environmental obligations, or if we change our assumptions for environmental liabilities related to the Marketing Leases we would be in default of our Credit Agreement or Term Loan Agreement, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price could be materially adversely affected.
     Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of our properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with us relating to Marketing’s business and the properties it leases from us (collectively the “Marketing Environmental Liabilities”). However, we continue to have ongoing environmental remediation obligations at 176 retail sites and for certain pre-existing conditions at six of the terminals we lease to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, we may ultimately be responsible to pay for Marketing Environmental Liabilities as the property owner. We

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do not maintain pollution legal liability insurance to protect from potential future claims for Marketing Environmental Liabilities. We will be required to accrue for Marketing Environmental Liabilities if we determine that it is probable that Marketing will not meet its environmental obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be responsible to pay, or if our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities changes. However, as of March 31, 2011 we continue to believe that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities. Accordingly, we have not accrued for the Marketing Environmental Liabilities as of March 31, 2011 or December 31, 2010. Nonetheless, we have determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by us) would be material to us if we were required to accrue for all of the Marketing Environmental Liabilities since as a result of such accrual, we would not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. Such non-compliance would result in an event of default under the Credit Agreement and the Term Loan Agreement which, if not waived, would prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of indebtedness under the Credit Agreement and Term Loan Agreement. Our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plan and strategies and its capital resources. It is possible that we may change our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases, and accordingly, during the second quarter of 2011 or thereafter, we may be required to accrue for the Marketing Environmental Liabilities.
     We estimate that as of March 31, 2011, the aggregate Marketing Environmental Liabilities, net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay range between $13 million and $20 million, of which between $6 million and $9 million relate to the properties that we identified as the basis for our estimate of the deferred rent receivable reserve. Since we generally do not have access to certain site specific information available to Marketing, which is the party responsible for paying and managing its environmental remediation expenses at our properties, our estimates were developed in large part by review of the limited publically available information gathered through electronic databases and freedom of information requests and assumptions we made based on that data and on our own experiences with environmental remediation matters. The actual amounts of the ranges estimated above may be significantly higher than our estimates and we can provide no assurance as to the accuracy of these estimates.
     If the Marketing Leases are modified significantly or terminated, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price could be materially adversely affected.
     From time to time when it was owned by Lukoil, we held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These discussions did not result in a common understanding with Marketing that would form a basis for modification of the Marketing Leases. After Lukoil’s transfer of its ownership of Marketing to Cambridge, we commenced discussions with Marketing’s new owners and management. Although Marketing’s new management has indicated a desire to reduce the number of properties its leases from us under the Marketing Leases in an effort to improve Marketing’s financial results, such discussions are currently ongoing and we do not yet have a definitive

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understanding of what Marketing’s business strategy under its new ownership is or how it may change in the future. We intend to continue our discussions with Marketing and diligently pursue the removal of properties from the Marketing Leases to the extent we deem it prudent for it to do so; however, there is no agreement in place providing for removal of a significant number of properties from the Marketing Leases. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent we receive from Marketing and increase our operating expenses. We cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any agreement for modification of the Marketing Leases may be. We also cannot accurately predict what actions Marketing may take, and what our recourse may be, whether the Marketing Leases are modified or not. During the second quarter of 2011 or thereafter, we may be required to significantly increase or decrease the deferred rent receivable reserve, record additional impairment charges related to our properties, or accrue for environmental liabilities as a result of the potential or actual modification or termination of the Marketing Leases.
     As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. As of March 31, 2011, Marketing was not operating any of the nine terminals it leases from us and had removed, or has scheduled removal of, the underground gasoline storage tanks and related equipment at approximately 165 of our retail properties and we believe that most of these properties are either vacant or provide negative contribution to Marketing’s results. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, at the appropriate time we will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property. Conversely, it may be easier to re-let or sell properties where underground gasoline storage tanks and related equipment have been removed if the property will not be used as a retail motor fuel outlet or if environmental contamination has been or is being remediated.
     We intend either to re-let or sell any properties that are removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. We intend to offer properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. In the event that properties are removed from the Marketing Leases, we cannot accurately predict if, when, or on what terms such properties could be re-let or sold. If the Marketing Leases are significantly modified or terminated, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.
     Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations, and they require management to make estimates, judgments and assumptions about matters that are inherently uncertain.
     Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the

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presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. Because of the inherent uncertainty of the estimates, judgments and assumptions associated with these critical accounting policies, we cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements. Estimates, judgments and assumptions underlying our consolidated financial statements include, but are not limited to, deferred rent receivable, income under direct financing leases, recoveries from state UST funds, environmental remediation costs, real estate including impairment charges related to the reduction in market value of our real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued expenses, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed.
     For example, we have made judgments regarding the level of environmental reserves and reserves for our deferred rent receivable relating to Marketing and the Marketing Leases and leases with our other tenants. As of March 31, 2011, the net carrying value of the deferred rent receivable attributable to the Marketing Leases was $20.9 million and the aggregate Marketing Environmental Liabilities, net of expected recoveries from underground storage tank funds, for which we may ultimately be responsible to pay but not have accrued range between $13 million and $20 million. The actual amount of the Marketing Environmental Liabilities may be higher than our estimated range and we can provide no assurance as to the accuracy of our estimate. Although our financial statements for the three months ended March 31, 2011 were not materially affected by the transfer of Lukoil’s ownership interest in Marketing to Cambridge, our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing, Marketing’s business plans, strategies, operating results and its capital resources. It is possible that during the second quarter of 2011 or thereafter, we may be required to significantly increase or decrease our deferred rent receivable reserve, record additional impairment charges related to our properties, or accrue for Marketing Environmental Liabilities as a result of changes in our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases that affect the amounts reported in our financial statements. It is possible that as a result of material adjustments to the amounts recorded for certain of our assets and liabilities that we may not be in compliance with the financial covenants in our Credit Agreement or Term Loan Agreement.
     If our judgments, assumptions and allocations prove to be incorrect, or if circumstances change, our business, financial condition, revenues, operating expense, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected. (For information regarding our critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies”.)
     We may be unable to pay dividends.
     Under the Maryland General Corporation Law, our ability to pay dividends would be restricted if, after payment of the dividend, (1) we would not be able to pay indebtedness as it becomes due in the usual course of business or (2) our total assets would be less than the sum of our liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the rights of any shareholders with liquidation

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preferences. There currently are no shareholders with liquidation preferences. Our estimates, judgments, assumptions and beliefs regarding Marketing and the Marketing Leases made effective March 31, 2011 are subject to reevaluation and possible change as we develop a greater understanding of factors relating to the new ownership and management of Marketing. (For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.) In addition, our Credit Agreement and our Term Loan Agreement prohibit the payments of dividends during certain events of default. As a result of the factors described above, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, and our stock price. No assurance can be given that our financial performance in the future will permit our payment of any dividends at the level historically paid, if at all.
Item 4. Other Information
     None.

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Item 5. Exhibits
     
Exhibit No.   Description of Exhibit
 
   
10.1*
  Unitary Net Lease Agreement between GTY NY Leasing, Inc., and CPD NY Energy Corp., dated January 13, 2011
 
   
31(i).1
  Rule 13a-14(a) Certification of Chief Financial Officer
 
   
31(i).2
  Rule 13a-14(a) Certification of Chief Executive Officer
 
   
32.1
  Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350 (a)
 
   
32.2
  Certifications of Chief Financial Officer pursuant to 18 U.S.C. § 1350 (a)
 
(a)  
These certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
   
*  
Confidential treatment has been sought for certain portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which portions have been omitted and filed separately with the Securities and Exchange Commission.

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SIGNATURES
   
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  Getty Realty Corp.
(Registrant)
 
 
  BY: /s/ Thomas J. Stirnweis    
                   (Signature)   
  THOMAS J. STIRNWEIS
Vice President, Treasurer and Chief Financial Officer 
May 12, 2011 
 
 
     
  BY: /s/ David Driscoll    
                 (Signature)   
  DAVID DRISCOLL
President and Chief Executive Officer 
May 12, 2011 
 
 

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EX-10.1 2 c64627exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1

DO NOT RECORD THIS DOCUMENT; A MEMORANDUM OF LEASE MAY BE RECORDED IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 41.
UNITARY NET LEASE AGREEMENT
     LEASE AGREEMENT (the “Lease”) made as of this 13th day of January, 2011 by and between GTY NY LEASING, INC., a Delaware corporation (hereinafter called “Lessor”), having its principal office at 125 Jericho Turnpike, Suite 103, Jericho, New York 11753 and CPD NY ENERGY CORP., a New York corporation (hereinafter called “Lessee”), with an office at 536 Main Street, New Paltz, New York 12561.
STATEMENT OF INTENT
     This Lease constitutes a single, unitary, indivisible, non-severable lease of all the Premises (as hereinafter defined). This Lease does not constitute separate leases contained in one document each governed by similar terms. The use of the expression “unitary lease” to describe this Lease is not merely for convenient reference. It is the conscious choice of a substantive appellation to express the intent of the parties in regard to an integral part of this transaction. To accomplish the creation of an indivisible lease, the parties intend that from an economic point of view the Sites (as hereinafter defined) leased pursuant to this Lease constitute one economic unit and that the Fixed Annual Rent (as hereinafter defined) and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the Sites covered by this Lease as a single, composite, inseparable transaction. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting provisions, shall apply equally and uniformly to all the Premises as one unit and are not severable. A default of any of the terms or conditions of this Lease occurring with respect to any Site shall be a default under this Lease with respect to all the Premises. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Lessor and Lessee to create a unitary lease shall be preserved and maintained. For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with and covering one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Premises covered hereby. The Lease is intended to be a true lease and not a secured financing for Lessee.
RECITAL
     Lessor hereby leases to Lessee and Lessee hereby hires from Lessor the Premises, for a Term and upon the conditions more particularly described below.
     NOW THEREFORE, in consideration of the foregoing statements, and the within covenants, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, permitted successors and assigns, hereby covenant and agree as follows:
     In addition to the capitalized words and phrases defined elsewhere in this Lease when first used, the following capitalized terms shall have the meanings ascribed to them below:

 


 

A. Default Rate” shall mean an annual rate of interest equal to the greater of [***] provided, however, that in no event shall the Default Rate exceed the highest lawful rate of interest that may be charged on past due amounts under this Lease.
B. Equipment” shall mean that certain equipment listed on Schedule “C” annexed hereto and by this reference made a part hereof and shall also include, to the extent not otherwise listed on Schedule “C”, any motor fuel dispensers and related consoles located at the Premises and any other Above Ground Components (as defined below).
C. Fixed Annual Rent” shall have the meaning set forth on Schedule “B” annexed hereto and by this reference made a part hereof.
D. Premises” shall mean the building(s), improvements and real property located in the State of New York (each a “Site” and collectively, the “Sites”), each as more fully described on Schedule “A-1” and Schedule “A-2” annexed hereto and by this reference made a part hereof, as the same may be amended from time to time, in accordance with and subject to the provisions of Section 44 of this Lease. Schedule “A-1” and Schedule “A-2” are sometimes collectively referred to herein as Schedule “A.”
E. Primary Use” shall mean the operation of a service station and convenience store selling gasoline and/or diesel fuel, automobile repair services, sales of all motor fuel, petroleum, alternative fuels, ethanol and other fuel and fuel-related products, and related uses, which may include a car wash facility, if applicable, and sales of any legal goods or products typical of a convenience store with on-site fuel sales, including but not limited to the sale of prepared foods, dry goods, newspapers, magazines, sundry items, alcohol, tobacco and similar items, including a quick service restaurant; provided, however, that the term “Primary Use” shall not include, with respect to any Site, any use which is prohibited by (i) the certificate of occupancy pertaining to such Site and/or zoning rules and regulations applicable to such Site and/or (ii) any restrictions set forth in any instrument governing such Site, including, without limitation, any deed restriction, restrictive covenant, easement or declaration in effect as of the date of this Lease and any Approved Easement (as hereinafter defined).
F. PSA Documents” shall mean collectively, as the same may be amended from time to time, (i) that certain Sale and Purchase Agreement dated as of July 29, 2010 (the “PSA”) by and between ExxonMobil Oil Corporation and Exxon Mobil Corporation (collectively “Seller”) and CPD Properties NY, LLC (“CPD Properties”), as amended by a First Amendment to Sale and Purchase Agreement (Retail Marketing Assets), on or about the date hereof, as further amended by a Second Amendment to Sale and Purchase Agreement (Retail Marketing Assets), dated on or about the date hereof, as further amended by a Third Amendment to Sale and Purchase Agreement (Retail Marketing Assets), dated on or about the date hereof , as further amended by a Fourth Amendment to Sale and Purchase Agreement (Retail Marketing Assets), dated on or about the date hereof, as further amended by a Fifth Amendment to Sale and Purchase Agreement (Retail Marketing Assets), dated on or about the date hereof, and as assigned by CPD Properties to Lessee by a Partial Assignment and Assumption Agreement, dated on or about the date hereof, with respect to the sale and purchase of certain service station properties and other property located in the State of New York, (ii) the Remediation Agreement (defined below in Section 22(c)), (iii) the Conveyance Documents (as defined in Section 1 below), (iv) that certain Remediation Agreement, dated on or about the date hereof (the “Remediation Funding Agreement”), by and among Seller, Lessee and Wells Fargo Bank, National Association, (v) that certain Upgrade Escrow Agreement, dated on or about the date hereof (the “Escrow Agreement”), by and among Seller, Lessee and Stewart Title Guaranty Company, and (vi) without limiting the specific agreements detailed in the foregoing
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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clauses (i) through (v) inclusive any and all written agreements executed by Seller, Guarantor, Lessor or Lessee in connection with the transactions contemplated by the terms of this Lease.
G. Renewal Option” shall have the meaning set forth in Section 6 of this Lease.
H. Term” shall mean, initially, the period of time commencing on the date hereof (the “Commencement Date”), and ending on January 31, 2026 (the “Expiration Date”) and shall also include the Renewal Term(s) unless Lessee does not properly extend the Term of this Lease in accordance with the provisions hereof.
I. USTs” shall mean the underground storage tanks and related piping owned by Lessee and more particularly described on Schedule “D” annexed hereto and by this reference made a part hereof. “UST Systems” shall mean the USTs, together with all underground components of the fuel storage and delivery system, including fittings, pumps, below ground meters, and below ground components of automatic tank gauging systems and leak detection systems, and all other related ancillary below ground equipment and systems owned by Lessee; provided, however, that for purposes of clarity: (1) the UST Systems will not include the Above Ground Components (hereinafter defined), and (2) the Above Ground Components will constitute part of the Equipment. For the purposes of this Lease, the term “Above Ground Components” shall mean any motor fuel dispensers and related consoles located at the Premises and any component(s) of the fuel storage and delivery system and related equipment that is/are located above ground, including, without limitation, hoses, nozzles, and above ground components of the automatic tank gauging systems and leak detection systems.
1. SALE-LEASEBACK. Lessee is acquiring the Premises as of the date of this Lease in accordance with the terms and conditions of the PSA Documents and is selling and transferring the Premises to Lessor by special warranty deeds, lease assignment agreements and bills of sale (collectively, the “Conveyance Documents”) and is leasing back from Lessor the Premises in accordance with the terms of this Lease. Lessor hereby demises and lets to Lessee and Lessee hereby leases from Lessor on a triple net basis, the Premises and the Equipment, pursuant to the terms, conditions and limitations set forth herein. This Lease is intended to be a unitary triple net Lease, covering certain distinct Sites on Schedule “A” (as the same may be amended from time to time pursuant to this Lease), all of which comprise the Premises. Neither Lessee nor Lessor shall be permitted to take, maintain or initiate any action which would or could, in any manner, cause this Lease to be viewed as demising less than all of the Sites. Lessee hereby agrees to comply with all provisions of the PSA Documents with respect to the Premises. The Lease contemplates that the purchase by Lessee, and the sale and leaseback of the Sites comprising the Premises to Lessor shall occur simultaneously. Lessee hereby represents and warrants to Lessor that it has complied with all of its obligations under the PSA Documents with respect to the Premises through the date of this Lease and covenants and agrees that it shall comply with all of its obligations under the PSA Documents with respect to the Premises from and after the date of this Lease. Lessee hereby acknowledges and agrees that it shall not default in the performance of its obligations under any of the PSA Documents (including specifically, the PSA, the Remediation Agreement, the Remediation Funding Agreement, and the Escrow Agreement) with respect to the Premises beyond applicable notice and cure periods, and that it shall promptly provide to Lessor any default notices it receives from Seller under the PSA Documents. Of the Sites comprising the Premises, certain of the Sites or portions of certain of the Sites, as applicable, are owned by Seller and are being conveyed in fee simple by deed, and are described on Schedule “A-1” (the “Fee Owned Sites”), and certain of the Sites or portions of certain of the Sites, as applicable, are leased or subleased by Seller and are being transferred by lease assignment agreements, and are described on Schedule “A-2” (the “Leased Sites”). This Lease is and shall be subject and subordinate to the terms of the overleases, whether leases or subleases, for the Leased Sites (the “Prime Leases”), which are hereby incorporated herein by this reference. The provisions of this Section 1 shall survive the execution and delivery of this Lease.

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2. TERM. The initial term of this Lease shall commence on the Commencement Date and expire on the Expiration Date (the “Initial Term”), as the same may be extended pursuant to Section 6 of this Lease.
3. FIXED ANNUAL RENT. (a) Lessee shall pay the Fixed Annual Rent for the Premises. Monthly installments of Fixed Annual Rent shall be due and payable in advance on the first business day of each month during the Term without notice or demand and without any abatement, setoff or deduction whatsoever. Such payments by Lessee to Lessor shall be effected by electronic funds transfers (debit entries) initiated by Lessor to Lessee’s bank account, and Lessee hereby authorizes Lessor to effect such payments in such manner as such amounts become due. At Lessor’s request from time to time, Lessee shall provide all necessary authorities and permissions to allow Lessor to initiate electronic funds transfers for payment of Fixed Annual Rent with the intention that funds transfer to Lessor on the first business day of each month. Lessee shall not be in default of its obligation to pay Fixed Annual Rent if payment is being made by electronic funds transfers intended to be initiated by Lessor pursuant to the provisions hereof and Lessor fails to initiate such electronic funds transfer. Lessor shall endeavor to provide a courtesy notice to Lessee of the amount to be drafted by Lessor approximately five (5) days prior to the transfer.
At any time and from time to time, upon notice from Lessor to Lessee, Lessor may elect instead to have Lessee itself initiate and pay all amounts payable under this Lease by electronic funds transfer or wire transfer of immediately available funds to the following account for Lessor:
CREDIT: Getty Properties Corp.
ABA#: 021000021
ACCOUNT Number: 893-110612
     (b) Commencing on the third (3rd) anniversary of the Commencement Date, and on every third (3rd) anniversary of the Commencement Date thereafter during the Term of this Lease, including Renewal Terms (each, an “Adjustment Date”), the Fixed Annual Rent then in effect shall be increased by [***].
     (c) If this Lease commences or terminates on a day which is not the first or the last day of the month, as the case may be, then Fixed Annual Rent for the month in which this Lease commences or terminates shall be prorated. Lessee agrees that if any monthly installment of Fixed Annual Rent shall be due and unpaid for five (5) business days after Lessee receives written notice from Lessor, Lessor shall then have the right to terminate this Lease, subject to the terms and provisions of Section 24 below and pursue its remedies at law or in equity in accordance with the terms of this Lease, including eviction, ejectment or dispossession, under Section 24 of this Lease or otherwise.
4. ADDITIONAL RENT. (a) Lessee shall also pay and discharge, as additional rent, all other amounts, liabilities and obligations of whatsoever nature relating to the Premises, including, without limitation, all amounts, liabilities and obligations payable under the Prime Leases, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, including all taxes, assessments, licenses and permit fees, charges for public utilities, and all governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which during the Term may have been, or may be assessed, levied, confirmed, imposed upon or become due and payable out of or in respect of, or become a lien on the Premises or any part thereof. Notwithstanding the foregoing, Lessee shall not be responsible for payment of the following: fees, costs and expenses related to debt service on any indebtedness of Lessor, including, without limitation,
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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principal and interest; income taxes assessed against Lessor, or capital levy, franchise, business license, estate succession or inheritance taxes of Lessor; and obligations or liabilities created by Lessor subsequent to the Commencement Date without the prior written consent of Lessee or other than as set forth or contemplated by this Lease (it being expressly understood that this Lease requires that Lessee shall be responsible for, without limitation, all covenants and requirements set forth in any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, as well as all easements recorded against the Premises from and after the date of this Lease with Lessee’s prior written consent, which consent shall not be unreasonably withheld or delayed). Additional rent shall include, without limitation, the costs of utilities, real property impositions, costs arising under any easements, restrictions, or other similar agreements affecting the Premises as of the Commencement Date, including all covenants and requirements set forth in the any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, or any similar agreement required by law, or required to be granted by a public utility providing municipal services to the Premises, or otherwise arising after the date hereof and consented to in writing by Lessee, which consent shall not be unreasonably withheld or delayed (each, an “Approved Easement”), and all interest and penalties that may accrue thereon (unless accrued due to Lessor’s act or omission) in the event of Lessee’s failure to pay such amounts when due, and all damages, costs and expenses which Lessor may incur by reason of any default of Lessee or failure on Lessee’s part to comply with the terms of this Lease, all of which Lessee hereby agrees to pay upon demand or as is otherwise provided herein. Upon any failure on the part of Lessee to pay any of the additional rent, which failure continues for ten (10) days after written notice from Lessor, Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Fixed Annual Rent. Fixed Annual Rent and additional rent sometimes are referred to in this Lease, collectively, as “Rent”. If Lessee cannot perform any of the obligations under any Prime Lease without the assistance of Lessor (e.g., a notice to be sent under a Prime Lease must be sent by Lessor, as the party to the Prime Lease), then Lessor, at no out of pocket expense to Lessor, shall reasonably cooperate with Lessee to facilitate such performance of such obligation by Lessee.
     (b) Lessee shall pay and discharge any additional rent referred to in Section 4(a) when the same shall become due; provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within fifteen (15) days after Lessor’s demand for payment thereof. Lessor agrees that in the event a bill is provided to Lessor for amounts Lessee is obligated to pay hereunder, Lessor shall promptly remit such bill to Lessee and Lessee shall pay such amounts as and when due, provided that if Lessee fails to pay such amount within fifteen (15) days of the date due, Lessor may, at its option, pay such amount and Lessee shall reimburse Lessor for such amount as additional rent hereunder within fifteen (15) days after demand.
5. NET LEASE. This Lease is intended to be and shall be deemed and construed to be an absolutely “net lease” and Lessee shall pay to Lessor, absolutely net throughout the Term, the Fixed Annual Rent, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Lessor be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as otherwise expressly set forth in this Lease. Lessee shall pay all costs, expenses and charges of every kind and nature relating to the Premises before and after the Commencement Date (except for the expenses related to any indebtedness of Lessor), including, without limitation, real property taxes, personal property taxes, use taxes and any sales taxes, which may arise or become due or payable during or after (but attributable to a period falling prior to or within) the Term, whether such amounts are ordinary or extraordinary and irrespective as to whether such amounts could have been reasonably anticipated by the parties. Except as otherwise provided in this Lease, the obligations of Lessee hereunder shall not be affected by reason of any damage to or destruction of the

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Premises or any part thereof, any taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any reason, any interruption or failure of utilities servicing the Premises, any matter affecting title to the Premises, any eviction by paramount title or otherwise (unless as a direct result of the gross negligence and/or willful misconduct of Lessor), the impossibility of performance by Lessor, Lessee or both, any action of any governmental authority, Lessee’s acquisition of ownership of all or part of the Premises (unless this Lease shall be terminated by a writing signed by all parties, including any mortgagee, having an interest in the Premises), or any other cause whether similar or dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable, except with respect to such of the foregoing arising out of any default hereunder by Lessor or any action or failure to act by Lessor or, in any such case, any entity controlled by, controlling or under common control with Lessor, or any employee or contractor of Lessor or any such affiliated entity. The parties intend that the obligations of Lessee under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Lease. Without limiting the foregoing, Lessee, at its sole cost and expense, shall perform the work and otherwise comply with the obligations set forth on Schedule “F” attached hereto and by this reference made a part hereof.
6. RENEWAL OPTION. (a) Provided that this Lease is not previously cancelled or terminated, and provided that Lessee is not in default hereunder beyond the expiration of any applicable notice, grace and cure period, the Term of this Lease shall be automatically extended for three (3) consecutive renewal terms of ten (10) years each (each, a “Renewal Term”), unless, with respect to any Renewal Term, Lessee provides irrevocable written notice to Lessor electing not to exercise the renewal option (herein, a “Renewal Option”) applicable to such Renewal Term in accordance with the provisions of this Section 6. The Renewal Option applicable to each Renewal Term shall be automatically elected for such Renewal Term only if (x) Lessee is not in default hereunder beyond the expiration of any applicable notice, grace and cure period, on the date of automatic exercise of the Renewal Term and on the date that such Renewal Term commences and (y) Lessee shall have exercised all prior Renewal Options under this Lease. Furthermore, in no event shall any Renewal Option be effective for any Renewal Term for less than all of the Sites then comprising the Premises covered by this Lease. Further, once Lessee provides irrevocable written notice to Lessor electing not to exercise the Renewal Option for any particular Renewal Term, then Lessee shall no longer be permitted or entitled to, and shall be deemed to have waived, any other then remaining Renewal Term.
     (b) The Fixed Annual Rent to be paid by Lessee during each of the Renewal Terms shall be as described in Section 3 of this Lease, subject to escalations described in Section 3 of this Lease. For example, if Lessee exercises the first Renewal Option, the Fixed Annual Rent shall increase on the first day of the first Renewal Term, and each third (3rd) anniversary thereof, as provided in Section 3(b).
     (c) Lessee shall notify Lessor in writing of its election not to extend the Term of this Lease for the Renewal Terms at least eighteen (18) months prior to the date of expiration of the Initial Term or the Renewal Term then in effect, and such notice shall be given in the manner hereinafter provided. Under no circumstances shall Lessee be entitled to renew this Lease for less than all Sites comprising the Premises as set forth on Schedule “A” attached hereto and by this reference made a part hereof (as same may be amended from time to time pursuant to the terms of this Lease). Time shall be of the essence as to the giving of notices under this Section 6.
     (d) If Lessee elects not to renew this Lease by providing written notice to Lessor pursuant to this Section 6, or if an Event of Default occurs and is continuing, then Lessor will have the right during the remainder of the Term then in effect and, in any event, Lessor will have the right during the last eighteen (18) months of the Term, to (i) advertise the availability of the Premises for sale or reletting and

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to erect upon the Premises signs indicating such availability and (ii) show the Premises to prospective purchasers or tenants or their agents at such reasonable times as Lessor may select.
7. IMPOSITIONS. (a) Lessee will pay and discharge when due: all taxes (including real and personal property, franchise, sales, use, gross receipts and rent taxes); all charges for any easement agreement in effect as of the date of this Lease and with respect to any Approved Easement; all assessments and levies; all fines, penalties and other costs in connection with noncompliance with any applicable law (unless such amounts are payable solely as a result of the gross negligence or willful misconduct of Lessor); all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services; all rents and other charges payable under the Prime Leases; all ground rents and all other public charges, imposed upon or assessed against (i) Lessee, (ii) Lessee’s interest in the Premises, (iii) the Premises, (iv) Lessor as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of the Premises, any activity conducted on the Premises, or the rent, or (v) any lender by reason of any note, mortgage, assignment or other document evidencing or securing a loan with respect to the Premises (collectively, “Impositions”); provided that nothing herein shall obligate Lessee to pay (A) income, excess profits or other taxes of Lessor (or any lender) or other charges or assessments imposed upon Lessor (or any lender to Lessor) which are determined on the basis of Lessor’s (or such lender’s) net income, net worth or organizational status (such as fees, charges or penalties imposed upon national banks by the FDIC, Office of Thrift Supervision, Comptroller of the Currency or similar regulatory agencies) (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Premises which, if it were in effect, would be payable by Lessee under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Lessor or (C) any capital gains tax imposed on Lessor in connection with the sale of the Premises to any person. Upon expiration of the Term (or any earlier termination of this Lease), Lessee shall pay Lessor for unpaid taxes which are due or payable during the Term up to and including such date that shall become due and owing thereafter. Lessor shall make a reasonable estimate of such unpaid taxes based on the prior year’s tax bills, and shall perform a reconciliation promptly after the actual information becomes available. In the event that any ad valorem or other future real property tax (“Future Tax”) is decreed or characterized by law as an income tax and Lessee is thereby prohibited by any applicable law from paying such Future Tax pursuant to this Section 7(a), Lessor and Lessee agree that Fixed Annual Rent shall be adjusted by the amount necessary to provide Lessor the same net yield as Lessor would have received but for the implementation or characterization of such Future Tax. Prior to or on the date the Future Tax takes effect, Lessor shall provide Lessee with notice of the revised Fixed Annual Rent under this Lease. Lessor shall have the right to require Lessee to pay, together with scheduled installments of Fixed Annual Rent, the amount of the gross receipts or rent tax, if any, payable with respect to the amount of such installment of Fixed Annual Rent. If any Imposition may be paid in installments without interest or penalty, Lessee will have the option to pay such Imposition in installments, provided such option to pay any Imposition in installments shall not hinder or prevent Lessor from exercising any of its rights set forth in this Lease. Lessee shall prepare and file all tax reports required by governmental authorities which relate to the Impositions, and Lessor shall reasonably cooperate with Lessee regarding such preparation at Lessee’s sole cost and expense. Lessee shall deliver to Lessor (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Lessee’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Lessee hereunder within thirty (30) days after the due date thereof and (3) receipts for payment of all other Impositions within ten (10) days after Lessor’s request therefor.
     (b) At Lessor’s option, Lessee shall pay to Lessor or Lessor’s lender, as the case may be, such amounts (each an “Escrow Payment”) monthly or as required by Lessor or such lender that there shall be in an escrow account an amount sufficient to pay as they become due the Escrow Charges that will accrue over such period of time as Lessor or such lender shall reasonably require. Lessor shall use commercially reasonable efforts to negotiate for its loan documents with its lender to not require escrow

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deposits with respect to Impositions. As used herein, “Escrow Charges” means real estate taxes and assessments on or with respect to the Premises or payments in lieu thereof and premiums on any insurance required by this Lease, payments due under any Approved Easement or otherwise the responsibility of Lessee under the terms of this Lease and any reserves for capital improvements, deferred maintenance, repair and/or tenant improvements required by Lessor or such lender. Lessor will determine the amount of the Escrow Charges (it being agreed that if required by a lender, such amount shall equal any corresponding escrow installments required to be paid by Lessor) and the amount of each Escrow Payment. No interest thereon will be due or payable to Lessee, and any interest earned on the Escrow Account shall be deemed income to Lessor, or its lender. Lessor will apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Lessor or such lender shall determine or as required by law. If at any time the Escrow Payments theretofore paid to Lessor shall be insufficient for the payment of the Escrow Charges, Lessee, within ten (10) days after Lessor’s demand therefor, shall pay the amount of the deficiency to Lessor. If Lessor fails to make any payment for which Escrow Payments are sufficiently held by Lessor, and such failure results in a penalty or imposition payable by Lessor or Lessee with respect to the Premises, Lessor shall be responsible for paying such penalty or impositions. Promptly after the expiration of the Term of this Lease, Lessor shall refund to Lessee any amounts remaining in the Escrow Account which Lessee is entitled to receive.
     (c) Lessee agrees to notify Lessor immediately of any changes to the amounts, schedules, instructions for payment of any Impositions and premiums on any insurance held under this Lease of which Lessee has obtained knowledge and authorizes Lessor to obtain the bills for Impositions or Escrow Charges directly from the appropriate authority or entity; provided, however, that in no event shall Lessor’s obtaining the bills interfere with Lessee’s receipt of the bills directly from the appropriate authority or entity.
     (d) All such payments when due shall be deemed to be additional rent due hereunder. Should Lessor seek a reduction in the assessed valuation of the Premises or contests any Impositions on the Premises, Lessee shall consent to Lessor’s right to seek said reduction and if Lessor seeks a reduction in the assessed valuation of the Premises or contests any Impositions on the Premises at the request of the Lessee then Lessee shall reimburse Lessor for any actual costs associated with Lessor’s efforts. Sums payable under this Section shall be prorated for any partial Lease year.
     (e) Lessee, at Lessee’s sole cost and expense, shall have the right, at any time, to seek a reduction in the assessed valuation of the Premises or to contest any Impositions that are to be paid by Lessee; provided, however, that Lessee shall (i) give Lessor written notice of any such intention to contest at least thirty (30) days before any delinquency could occur; (ii) indemnify and hold Lessor harmless from all liability on account of such contest; (iii) take such action as is necessary to remove the effect of any lien which attached to the Premises or the improvements thereon due to such contest, or in lieu thereof, at Lessor’s election, furnish Lessor with adequate security for the amount of the taxes due plus interest and penalties; and (iv) in the event of a final determination adverse to Lessee prior to enforcement, foreclosure or sale, pay the amount involved together with all penalties, fines, interest costs, and expenses which may have accrued. Lessee may use any means allowed by statute to protest taxes or utility charges as defined in this Section as long as Lessee remains current as to all other terms and conditions of this Lease. If the protested taxes have not been paid, then at Lessor’s request Lessee shall furnish to Lessor a surety bond issued by an insurance company qualified to do business in the state where the Premises is located. The amount of the bond shall equal 110% of the total amount of the taxes in dispute. The bond shall hold Lessor and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered. If Lessee seeks a reduction or contests any taxes or utility charges, the failure on Lessee’s part to pay the taxes or utility charges shall not constitute a default as long as Lessee complies with the provisions of this Section.

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     (f) Lessor shall not be required to join in any proceeding or contest brought by Lessee unless the provisions of the law require that the proceeding or contest be brought by or in the name of Lessor or the owner of the Premises. In that case, Lessor shall join in the proceeding or contest or permit it to be brought in Lessor’s name as long as Lessor is not required to bear any cost.
8. UTILITIES. (a) Lessee shall pay directly to the appropriate authority, all charges for gas, electricity, telephone, cable, heat and hot and cold water used and/or consumed at the Premises.
     (b) Lessor shall not be required to furnish light, electricity, heat or any other services to the Premises. Lessor shall not be liable to Lessee or any other person or persons, firms, associations, corporations or entities for any failure of the water supply, electricity, gas or any other service in and about the Premises or for injury or damages to persons or property caused by any such failure or caused by the elements or by any other person in and about the Premises, or which might result from leakage or flow of any system, gas, electricity, water, rain, ice or snow from any part of the Premises or portion thereof or from the streets adjacent thereto, nor shall Lessor be liable for any latent defects in or on the Premises, buildings and appurtenances thereto, including the sidewalks on or adjacent to the Premises.
9. USE; BRANDING. (a) Lessee shall use and occupy each of the Sites comprising the Premises for the Primary Use, in compliance with all zoning regulations, the building code and all applicable laws, rules and regulations and as set forth in this Lease. Lessee must obtain, at its own expense, all government licenses and permits required for the lawful conduct of Lessee’s business on the Premises and Lessee will, at all times, comply with the terms of such licenses and permits. Lessee shall not change the current use of the Premises without first obtaining Lessor’s prior written consent, which consent shall not be unreasonably withheld so long as the proposed change is to a use that is included within the definition of Primary Use hereinabove set forth. Without limiting the foregoing, any withholding by Lessor of consent to a proposed change in use to a use that is included within the definition of the Primary Use shall be deemed reasonable if, in Lessor’s good faith judgment, such proposed change would result in a diminution in the value of the Site. As to all other proposed changes to the current use of the Premises, Lessor’s consent may be withheld in its sole and absolute discretion. Lessee shall not engage in any practices or activities which would injure, damage, or otherwise cause a diminution in the value of the Premises or any Site constituting same. Lessee shall keep, and shall cause any occupant at the Premises to keep, all such licenses and permits in full force and effect for the Primary Use of the Premises and shall not permit any activity to occur on the Premises in violation thereof or in violation of the certificates of occupancy or certificates of use or the equivalent thereof, for the Primary Use of the Premises, or for any change in use to which Lessor has consented. Upon receipt of written request from Lessor, Lessee shall provide Lessor with copies of all government licenses and permits in effect for the particular Site or Sites. Without limiting any of the obligations of Lessee hereunder, Lessee shall comply with all provisions of the PSA Documents relating to branding requirements with respect to all of the Sites, including, without limitation, the requirements set forth in Article IV of the PSA.
     (b) Lessee shall not use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in a manner which would or might (i) violate any Governmental Regulations (as defined below), (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) make void or voidable, cancel or cause to be cancelled or release any warranties, (iv) cause structural injury to any of the improvements or (v) constitute a public or private nuisance or waste.
     (c) Lessee shall have no right whatsoever (by virtue of this Lease) to use the “Getty” trade name or trademark in connection with its goods or its business or otherwise.

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10. LESSEE’S PERSONAL PROPERTY. (a) Lessee shall have the right to decorate the Premises and affix signs customarily used in its business upon the windows, doors, interior and exterior walls of the Premises, and such free-standing signs as are customarily used in the conduct of business permitted under this Lease in the manner and locations reasonably acceptable to Lessor and as are authorized by any governmental authority having jurisdiction over the Premises and permitted by any covenants, conditions and restrictions encumbering the Premises. Upon the expiration or earlier termination of this Lease, subject to Section 19 of this Lease, Lessee shall remove such signs; provided, however, that in no event may Lessee remove freestanding signage (such as pole-mounted or monument signs) or any signage affixed to any exterior wall of the Premises (or on any canopy) without Lessor’s prior written consent. If any such signage bears the refiner’s (e.g., ExxonMobil’s) trademarks and such refiner requires that such signage be returned to such refiner, then Lessor’s consent to such removal shall not be unreasonably withheld; provided, however, that Lessee shall take such steps as may be necessary to protect (or “grandfather”) the continued use of such signage (e.g., installing a temporary blank sign panel) so that such signage rights are not lost. Lessee promptly shall make such repairs and restoration of the Premises as are reasonably necessary to repair any damage to the Premises from the removal of the signs. All work performed by Lessee in or about the Premises shall comply at all times with all applicable laws and no alteration shall devalue any of the Sites.
     (b) During the Term, Lessee may, at Lessee’s expense, place or install such furniture, trade fixtures, equipment machinery, furnishings, face plates of signage and other articles of movable personal property including, without limitation, but otherwise expressly subject to all of the other terms and conditions of this Lease pertaining to same, UST Systems (collectively, “Lessee’s Personal Property”) on the Premises as may be needed for the conduct of Lessee’s business in accordance with all applicable laws and regulations. It is expressly understood that the term “Lessee’s Personal Property” as used herein shall not include the Equipment, and shall in no event extend to leasehold improvements, fixtures or similar “vanilla box” items such as light fixtures, HVAC equipment, refrigerators, walk-in coolers, freezers, automotive lifts or other fixtures and equipment permanently affixed to the Premises, which shall at all times be Lessor’s property. Lessee shall cause all Equipment and UST Systems to be free and clear of any lien, encumbrance or other security interest at all times during the Term of this Lease. Lessee shall not transfer, assign, encumber, or attempt to, or purport to, allow any transfer, assignment, lien, encumbrance or security interest to be granted or filed with respect to any portion of (i) the Equipment, or (ii) the UST Systems.
     (c) At the expiration or earlier termination of this Lease, and provided that there is no Event of Default then continuing beyond applicable cure periods, Lessee’s Personal Property may be removed from the Premises, at the option of Lessee. In the alternative, at the expiration or earlier termination of this Lease, Lessor may require Lessee to remove Lessee’s Personal Property from the Premises. Lessee immediately shall make such repairs and restoration of the Premises as may be necessary to repair any damage to the Premises from the removal of Lessee’s Personal Property. Any of Lessee’s Personal Property not so removed shall be deemed abandoned, and Lessor may cause such property to be removed from the Premises and disposed of at Lessee’s expense. The provisions of this Section shall survive the expiration or termination of this Lease.
     (d) Notwithstanding anything to the contrary set forth in this Lease and the provisions of Section 10(c) above, Lessor shall have the right, in its sole discretion, exercisable by written notice to Lessee to such effect delivered not less than six (6) months prior to the expiration of this Lease (or as soon as is practical in the event of an earlier termination of this Lease or upon an Event of Default), to require Lessee to leave in place at any of the Sites, and to convey to Lessor (or its assignee or designee) for $10.00 with respect to each Site, all or any selected components of any or all of the UST Systems (or the replacements therefor) at the Premises. If Lessor (or its assignee or designee) elects to purchase the UST Systems, or any selected components thereof, at all or any one or more of the Sites, then (i) the UST Systems (or such selected components) shall be delivered to Lessor (or its assignee or designee) in proper

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working order and condition and in full compliance with all Governmental Regulations and Environmental Laws (as defined in Section 12 below) and such condition shall be evidenced by tank and line tightness and functionality tests performed by reputable and qualified contractors, at Lessee’s expense, no earlier than ten (10) days prior to the conveyance of such items to Lessor (or its assignee or designee), (ii) the UST Systems (or such selected components) shall be delivered to Lessor (or its assignee or designee) free and clear of any lien, charge, encumbrance or other financing device, and (iii) Lessee shall provide Lessor (or its assignee or designee) with a bill of sale with respect to the UST Systems (or such selected components) conveying the same in the condition required by the terms of this subsection. The parties hereby agree that Lessor (or its assignee or designee) may elect to purchase an entire UST System or any selected components of a UST System located at any one or more or all of the Sites comprising the Premises. If Lessor (or its assignee or designee) elects to purchase the UST Systems, or selected components thereof, at the expiration or sooner termination of this Lease, or upon an Event of Default, and such items are subject to any lien, charge, encumbrance or other financing device, then Lessee shall provide Lessor (or its assignee or designee) with such funds as shall be necessary to pay such lien, charge, encumbrance or other financing device.
     (e) It is the intent of the parties that this Lease shall serve as a security agreement granting to Lessor, and Lessee hereby grants to Lessor, a security interest, in accordance with the terms of the Uniform Commercial Code as adopted in the State of New York (the “UCC”), in the UST Systems, the Lessee’s Personal Property, any other personal property of Lessee, and all additions, modifications, products and proceeds thereof (the “Collateral”). Such security interest will secure the obligations of (i) Lessee under this Lease and the Lessee Loan Documents (defined in Section 49 below), and (ii) the Guarantor under the Guaranty (as those terms are defined in Section 13(c) and the obligations of the Guarantors with respect to the Lessee Loan Documents). Such lien and security interest shall be in addition to all rights of distraint available under applicable law. As to all Collateral, Lessor has, without limitation, all of the rights and remedies of a secured party under the UCC. The recordation of a memorandum of this Lease also constitutes a fixture filing in accordance with the provisions of the UCC. If Lessor believes that an “all-asset” collateral description, as contemplated by Section 9-504(2) of the UCC, is appropriate, Lessor is irrevocably authorized to use such a collateral description, whether in one or more separate filings or as part of the collateral description in a filing that particularly describes the Collateral. Lessor is irrevocably authorized to file UCC Financing Statements and/or fixture filings naming Lessee as debtor, to perfect Lessor’s security interest in the Collateral, in all jurisdictions in which Lessor believes in its sole opinion that such filing is appropriate. Lessor is irrevocably authorized to file such continuation statements and other similar documents as it determines, in its sole opinion, are appropriate to protect and perfect its rights.
11. “AS IS”; COMPLIANCE WITH LAWS. (a) Lessee acknowledges that, prior to the Commencement Date, the Premises have been used as retail gasoline stations and convenience stores. Lessor does not make any representation or warranty regarding the condition or occupancy thereof or the fitness of the Premises for the use permitted under this Lease or other uses contemplated by Lessee (including the existing uses described in the immediately preceding sentence). Lessee acknowledges that it has inspected the Premises and accepts the same in their present condition, and subject to all matters of record and tenancies as of the date hereof (and together with any subsequent replacements therefor), “AS IS”, with no representations or warranties whatsoever and on the terms and conditions set forth in this Lease. Lessee acknowledges and agrees that: (i) Lessor is not retaining or assuming any responsibility with respect to the Premises or its operation, or the condition or repair of the Premises, or as to any fact, circumstance, thing or condition which may affect or relate to the Premises, except as specifically set forth in this Lease; and (ii) Lessor has no obligation to alter, restore, improve, repair or develop the Premises, and further has no obligation to remove therefrom any items of personal property or other trade fixtures or equipment which may be upon the Premises.

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     (b) Lessee shall comply promptly, at Lessee’s expense, with all present and future laws, codes and ordinances and other notices, requirements, orders, rules and regulations (whatever the nature thereof) of all federal, state and local governmental authorities and recommendations of the board of fire underwriters or any insurance organizations, associations or companies in the respect to the Premises (collectively, “Governmental Regulations”) and Lessee will not knowingly do or commit, or suffer to be done or committed anywhere in the Premises, any act or thing contrary to any Governmental Regulations; provided, however, that Lessee’s non- compliance with minor and immaterial items shall not constitute a default under the terms of this Lease so long as such non-compliance does not give rise to any violation of law or cause Lessor to incur any liability with respect to such non-compliance by Lessee. Furthermore, Lessee agrees that it will defend, indemnify and hold harmless Lessor for any actual costs, damages, penalties or fines Lessor may incur by reason of Lessee’s failure to comply with Governmental Regulations at the Premises. The provisions hereof shall survive the expiration or termination of this Lease.
     (c) Lessee acknowledges that the Premises are subject to certain existing tenancies/occupancies with service station operating dealers (herein, the “Existing Dealer Leases”) and with other third parties (herein, the “Subleases”) and more particularly described in Schedule “E” attached hereto and by this reference made a part hereof, and Lessee accepts the Premises subject to the same. Lessee hereby acknowledges and agrees that Lessor shall have no obligation whatsoever with respect to the Subleases and/or the Existing Dealer Leases.
     (d) Lessee acknowledges that the Premises are demised and let subject to (i) any mortgage secured by Lessor’s interest in the Premises in effect from time to time, (ii) the state of title of the Premises as of the date hereof as evidenced by the owner’s title insurance policies described on Exhibit “A” attached hereto and by this reference made a part hereof, (iii) any state of facts which an accurate survey or physical inspection of the Premises might show, (iv) any Approved Easement, and (v) all Governmental Regulations, including any existing violations of any thereof; provided, however, that if there is a complete failure of title with respect to any of the Sites comprising the Premises (and such failure is not the result of any act or omission of Lessee), Lessor agrees to remove such Site from the Premises (and adjust the Fixed Annual Rent in the same manner as if the Site was severed pursuant to clause (ii) of Section 44(b) below) and Lessor shall be solely entitled to retain the proceeds from any policy of title insurance issued in favor of Lessor; provided, further, that if such failure of title is the result of an act or omission of Lessee, then and in such event, such Site shall not be removed from the Premises.
     (e) Without limiting Lessee’s obligations under Section 9 above, Lessee, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions, restrictions and agreements contained in any easement agreement, declaration, permit, license or other agreement in effect as of the date of this Lease and any Approved Easement as well as all covenants and requirements set forth in the deed to the Premises which conveyed the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, on the part of Lessor to be kept and performed thereunder; provided, however, that Lessee’s non-compliance with minor and immaterial items shall not constitute a default under the terms of this Lease so long as such non-compliance does not give rise to any violation of any matter or would cause Lessor to incur any liability with respect to such non-compliance by Lessee. Without limiting the general application of this subsection (e), Lessee, at its sole cost and expense, will comply with the requirements of all matters of record with respect to the construction, maintenance, operation, repair and replacement of stormwater facilities located at the Premises. Lessee will not alter, modify, amend or terminate any Approved Easement, give any consent or approval thereunder, or enter into any new easement agreement without, in each case, prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed so long as such proposed agreement shall not result in a decrease of the value of the Premises. Lessee agrees to reasonably cooperate with Lessor, at Lessee’s sole cost and expense, in connection with (a) the granting of easements, licenses, rights-of-way and other rights and privileges under Approved Easements

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reasonably necessary or desirable for ownership and operation of the Premises as herein provided; (b) the execution of petitions to have the Premises annexed to any municipal corporation or utility district; (c) the execution of amendments to any covenants and restrictions affecting the Premises; provided, that in each case Lessor has delivered to Lessee a certificate stating that such grant, release, dedication, transfer, amendment or government action, or other action or agreement will not materially interfere with Lessee’s use and enjoyment of the Premises or result in any material increase of costs to Lessee. Lessee may request Lessor’s consent to (a) the granting of easements, licenses, rights-of-way and other rights reasonably necessary for operation of the Premises as herein provided, which consent shall not be unreasonably withheld or delayed; (b) the execution of petitions to have the Premises annexed to any municipal corporation or utility district which consent may be withheld by Lessor in its sole and absolute discretion (provided, however, that if such petitions, documents and/or instruments are required by applicable law or fundamentally necessary for continued operation of the Premises as herein provided, then Lessor’s consent shall not be required, but Lessee shall provide Lessor with prior written notice of such matter); (c) the execution of amendments to any covenants and restrictions affecting the Premises, which consent may be withheld by Lessor in its sole and absolute discretion; provided, however, that in each and every case Lessee shall (i) pay all costs and expenses incurred by Lessor, and (ii) deliver to Lessor a certificate stating that such grant, release, dedication, transfer, amendment or government action, or other action or agreement will not interfere with Lessor’s ownership of the Premises or cause Lessor to incur any additional liability with respect to the Premises.
     (f) If any improvement, now or hereafter constructed, shall (i) encroach upon any setback or any property, street or right-of-way adjoining the Premises, (ii) violate any zoning restrictions, including without limitation height or set-back restrictions, or the provisions of any restrictive covenant affecting the Premises, (iii) hinder or obstruct any Easement Agreement to which the Premises is subject or (iv) impair the rights of others in, to or under any of the foregoing, Lessee shall, promptly after receiving notice or otherwise acquiring knowledge of any of the foregoing items (i) — (iv) inclusive, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Lessor, Lessee or both, or (B) take such action as shall be necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making alterations; provided, however, that with respect to any improvement in existence as of the Commencement Date, the foregoing remedial actions set forth in clauses (A) and (B) above need not be undertaken unless and until enforcement action is taken by any interested party which may result in a forfeiture and/or impose any liability upon Lessor and/or Lessee hereunder. Lessee shall not settle, compromise or resolve any such claim by any third party exceeding [***] without Lessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
12. ENVIRONMENTAL. (a) Lessee shall perform, at Lessee’s expense, (i) testing, certification, inspection, reporting, and any other requirement of any governmental authority having jurisdiction of any components of the UST Systems and the Above Ground Components and otherwise as required by the laws and regulations of the governmental authorities having jurisdiction over the Premises, and (ii) such other testing certification, inspection and reporting as Lessor may reasonably (in light of customary practices in the industry) request, and, in each case, Lessee shall provide the results of any and all of the foregoing to Lessor promptly after its production or receipt thereof.
     (b) If the Premises are subject to existing contamination that is the being remediated and/or monitored, Lessee assumes responsibility for the continuation of such remediation and/or monitoring in compliance with all applicable Governmental Regulations including, without limitation, all Governmental
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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Regulations, pertaining to environmental, health and safety matters (“Environmental Laws”), all at Lessee’s sole cost and expense.
     (c) Lessor shall have no liability or responsibility for any existing contamination or contamination discovered before, on or after the Commencement Date or during the Term of this Lease, whether or not caused by Lessee, its agents, employees, successors or assigns, before, on or after the Commencement Date. If at any time during the Term of this Lease, Lessee discovers petroleum contamination at the Premises or experiences a release of petroleum product or of any hazardous or toxic substance, or there is an increase in contamination levels at the Premises above those reported to Lessor prior to the Commencement Date, Lessee shall notify Lessor and all applicable governmental authorities of such event and Lessee shall be responsible for compliance with all Governmental Regulations and Environmental Laws regarding the same and for all costs and expenses associated with such contamination and/or release, including, without limitation any contamination discovered, or set forth in a tank closure report, when the UST Systems or the Above Ground Components are removed, repaired or replaced at any Site comprising the Premises. If Lessee shall fail, refuse or neglect to report and/or remediate contamination (or release, as the case may be) as and when required by governmental authorities (but in no event later than twenty (20) days after written notice from Lessor; provided, however, that if Lessee undertakes to cure during such twenty (20) day period, such period shall be automatically extended so long as Lessee has reported such matter and has notified Lessor in writing that it has reported such matter and Lessee is diligently prosecuting a cure to completion), Lessor may report and/or remediate that contamination at Lessee’s cost and expense. Lessee covenants and agrees to reimburse and promptly pay to Lessor all costs paid or incurred by Lessor associated with the release, contamination and remediation, together with interest thereon at the Default Rate. If Lessee fails to reimburse Lessor within thirty (30) days of demand therefor, such unpaid amount shall become additional rent due hereunder. Nothing herein shall obligate Lessor to remediate or take any action with respect to any contamination at the Premises.
     (d) Lessee shall be responsible for and shall defend, indemnify and hold harmless Lessor from any action, claim, notice or penalty resulting from any breach of its obligations under this Section 12 and any release and/or other contamination at or emanating from the Premises and from all costs (including, without limitation, attorneys’ fees, costs and disbursements), claims, damages and liability, environmental and otherwise, at the Premises whether known or unknown as of the Commencement Date and whether or not caused by Lessee, its agents, employees, successors, assigns, or third parties, including sub-surface contamination discovered after the Commencement Date and any matter arising as a result of Lessee’s failure to comply with all Environmental Laws.
     (e) Lessee shall deliver to Lessor copies of all material correspondence to and from governing authorities regarding environmental activities at the Premises, including, without limitation, correspondence regarding notices of violations, releases (including new releases) and closure letters. Lessee shall deliver to Lessor, and require its environmental contractor(s) to deliver to Lessor, copies of all spill and release notifications and reports given to governing authorities regarding the Premises. Additionally, Lessee agrees to furnish to Lessor upon request therefor, copies of all remediation action workplans, monitoring reports, tank and line testing results, Stage II Vapor Recovery test results, fire suppression test results, cathodic protection test results, UST registrations and related documents, and reimbursement claims filed with state tank funds. Furthermore, if requested by Lessor, whether or not Lessor suspects a petroleum release, Lessor also shall have the right to obtain, and Lessee shall provide to Lessor, copies of all petroleum inventory reconciliation records in Lessee’s possession or control. In addition, Lessee shall provide to Lessor upon request with Lessee’s estimate of cost to closure (i.e., remediation in compliance with governmental requirements) for any reported release, spill or other environmental event.

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     (f) NOTWITHSTANDING THAT THE UST SYSTEMS, INCLUDING, SPECIFICALLY, THE USTs, HAVE BEEN AND CONTINUE TO BE LOCATED AT THE PREMISES, LESSEE HEREBY ACKNOWLEDGES THAT LESSOR IS NOT THE OWNER OF THE UST SYSTEMS, INCLUDING, IN PARTICULAR, THE USTs, WHICH ARE ALL OWNED BY LESSEE AND, ACCORDINGLY, LESSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS OR OF MERCHANTABILITY WITH RESPECT TO ALL UST SYSTEMS AND ANY COMPONENTS THEREOF, INCLUDING, IN PARTICULAR, USTs. Lessee agrees to defend, indemnify and hold Lessor harmless from and against all actions, claims, liabilities, costs and expenses associated with or arising out of the use, possession or ownership of the UST Systems and the Above Ground Components, including, in particular, the USTs, and for the removal of the UST Systems, including, in particular, the USTs, at any time during the Term or upon the expiration or earlier termination of this Lease.
     (g) Upon an Event of Default, or at the expiration or earlier termination of this Lease, Lessee, at the option of Lessor, shall remove the UST Systems, or any selected components thereof (including, in particular, the USTs and lines), and all replacements thereof, unless Lessor shall have elected to have Lessee leave in place at any of the Sites, and to convey to Lessor (or its assignee or designee) in accordance with Section 10(d) above, all or any selected components of any or all of the UST Systems (or the replacements therefor) at the Premises. Upon any removal of UST’s or subsurface components of a UST System, Lessee shall also (i) remove any and all contaminated soil from the Premises at which such UST System or component removal is conducted, if and to the extent required to fully comply with applicable Governmental Regulations and Environmental Laws, and (ii) remediate any associated conditions, if and to the extent required to fully comply with applicable Governmental Regulations and Environmental Laws. Any removal, replacement, modification, maintenance, or repair by Lessee of any UST System or any Above Ground Component or any component thereof at the Premises shall be conducted in accordance with all applicable Governmental Regulations and Environmental Laws. Lessee shall defend, indemnify and hold harmless Lessor from and against any and all claims, losses, demands, actions, injuries or damages brought or incurred by any party, including Lessor, arising from any removal, replacement, modification, maintenance, or repair of any UST System or any Above Ground Component or any component thereof at the Premises, any remediation of contamination associated therewith, and compliance with applicable Governmental Regulations and Environmental Laws relating to same; provided, however, that such indemnity obligation shall not apply with respect to any contamination that occurs after the end of the Term of this Lease (unless caused by a breach by Lessee hereunder).
     (h) Lessee shall also perform a Phase II site assessment to include UST and line tests on the Premises (on a Site by Site basis) by a licensed, fully insured professional engineer acceptable to Lessor, at the expiration or earlier termination of this Lease, at Lessee’s sole cost and expense, time being of the essence; provided, however, that no such Phase II site assessment shall be required with respect to any Site being purchased by Lessee from Lessor pursuant to Article 50. Lessee must provide Lessor with a detailed written scope of work and evidence of necessary permits at least ten (10) business days in advance of any work, so that Lessor may have the opportunity to have a representative on-site or available. Lessee or Lessee’s contractor shall deliver to Lessor a Certificate of Insurance with commercial general liability policy limits of not less than [***] naming Lessor as an additional insured (and any additional affiliates as so requested by Lessor), prior to the commencement of any such testing. Lessee shall deliver to Lessor a copy of the site assessment results within thirty (30) days after the completion of such testing or within five (5) days of receipt of the same whichever is earlier. The Phase II site assessment shall determine whether a petroleum release has occurred and, if so, the magnitude of such release. If the results of the site assessment show levels of petroleum contamination in violation of applicable Environmental Laws, then Lessee shall undertake to remediate the conditions set forth in such
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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site assessment in accordance with a work schedule (i) reasonably approved in writing by Lessor, and (ii) approved in writing by the New York State Department of Environmental Conservation (or other governmental agency) prior to the commencement of such work. Lessee shall not agree to any restriction or other encumbrance on any portion of the Premises without the Lessor’s prior written consent in each instance.
     (i) Anything herein to the contrary notwithstanding, Lessee agrees to restore the Premises to its former or better condition upon completion of its testing and/or inspections, to cause no interference with the business being conducted on the Premises, if any, and Lessee further agrees to defend, indemnify and hold harmless Lessor from and against any and all claims, losses, demands, actions, injuries or damages brought or incurred by any party, including Lessor, as a result of Lessee’s testing and/or inspections pursuant to this Lease. Lessee shall keep the results of any such testing and inspections strictly confidential and shall not submit a copy of any such report or assessment to any governmental agency unless specifically required by applicable law; and if so required, Lessee shall simultaneously provide to Lessor a copy of any information submitted to such agency.
     (j) If a violation of Environmental Laws occurs or is found to exist and, in Lessor’s reasonable judgment, the cost of remediation of, or other response action with respect to, the same is likely to exceed [***] Lessee will provide to Lessor, within ten (10) days after Lessor’s request therefor, adequate financial assurances, as determined in Lessor’s reasonable discretion, that Lessee will effect such remediation in accordance with applicable Environmental Laws, and fulfill Lessee’s indemnification obligations that could reasonably be expected to arise as a result of such violation. Such financial assurances shall be in an amount equal to Lessor’s reasonable estimate of the anticipated cost of such remedial action to cure such violation, including, without limitation, all costs, fees and expenses in connection therewith and may be in the form of insurance, escrowed funds or appropriate bonding, as reasonably acceptable to Lessor.
     (k) Notwithstanding any other provision of this Lease, if a violation of Environmental Laws occurs or is found to exist and the Term would otherwise terminate or expire, then, at the option of Lessor, (i) the Term shall be automatically extended beyond the date of termination or expiration and this Lease shall remain in full force and effect beyond such date until the earlier to occur of (1) the completion of all remedial action in accordance with applicable Environmental Laws or (2) the date specified in a written notice from Lessor to Lessee terminating this Lease and (ii) the Fixed Annual Rent for the then extended Term of this Lease shall be the greater of (x) the Fixed Annual Rent set forth herein or (y) the then fair market value for the Premises based upon the highest and best use of the Premises; provided, however, that if the Premises may be used for the highest and best use during the period that Lessee is remediating any contamination and/or curing any violation of Environmental Laws, then and only in such event, Lessee shall not be required to pay Lessor Rent for access to the Premises.
     (l) Lessor and Lessee acknowledge that, on or about the date hereof, Lessee has collaterally assigned to Lessor all of Lessee’s rights under (i) the Remediation Funding Agreement, (ii) the Escrow Agreement, and (iii) the Remediation Agreement (defined below in Section 22(c)) (collectively, the “Collaterally Assigned Agreements”), and nothing contained in this Lease shall be deemed or construed to modify or limit any of Lessor’s rights pursuant to the documents evidencing such collateral assignments of the Collaterally Assigned Agreements. From and after the default by Lessee, beyond the expiration of any applicable notice and cure period, of its obligations under the terms and conditions of this Lease, Lessor shall have (pursuant to the exercise of the collateral assignment theretofore made by Lessee to Lessor) all right, title and interest of Lessee, including, without limitation, the right to receive funds in accordance with the Remediation Funding Agreement and the Escrow Agreement. Further, after
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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a default beyond the expiration of any applicable notice and cure period, Lessor shall have the right to exercise any and all rights held by Lessee under the PSA Documents with respect to any and all environmental matters. Any such exercise by Lessor of rights held by Lessee as above described shall be without limitation to any and all other rights and remedies available to Lessor under this Lease or otherwise available at law or in equity.
     (m) Without limiting Section 11 above, Lessee, at its sole cost and expense, will at all times promptly and faithfully discharge and perform all of the covenants set forth in the Conveyance Documents applicable to the Premises relating to (i) required work with respect to the UST Systems and Above Ground Components promptly upon request of Lessor in contemplation of any sale or transfer of the Premises pursuant to which such required work becomes required by said covenants, if and to the extent such required work shall not have already been completed, and (ii) any other matter set forth in the Conveyance Documents in accordance with the terms of the Conveyance Documents.
     (n) The obligations of Lessee under this Section 12 shall survive the expiration or earlier termination of this Lease.
13. SECURITY DEPOSIT; GUARANTY. (a) Lessee shall deposit with Lessor upon the execution and delivery of this Lease a security deposit in the amount of [***] (the “Security Deposit”) as security for the faithful performance and observance by Lessee of the terms, provisions and conditions of this Lease. It is agreed that in the event Lessee defaults in respect of any of the terms provisions and conditions of this Lease, including but not limited to, the payment of Rent, Lessor may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other sum as to which Lessee is in default or for any sum which Lessor may expend or may be required to expend by reason of Lessee’s default in respect of any of the terms, covenants and conditions of this Lease, including but not limited to, any damages or deficiency in the re-letting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry b y Lessor. If, as a result of any application by Lessor of all or any part of the Security Deposit, the amount of cash so on deposit with Lessor shall be less than that required pursuant to this subparagraph, Lessee shall forthwith deposit with Lessor cash in an amount equal to the deficiency.
     (b) At Lessee’s option, the Security Deposit may be provided in the form of an unconditional and irrevocable letter of credit (such letter of credit and any extension or replacement thereof being herein referred to as the “Letter of Credit”) issued in favor of Lessor. The Letter of Credit shall be in the form Exhibit “C” attached hereto and by this reference made a part hereof (and issued by M&T Bank or such other bank reasonably acceptable to Lessor). Lessor must be able to draw on the Letter of Credit in the United States, and any reasonable costs of Lessor incurred in order to draw on any Letter of Credit shall be deemed additional rent hereunder. Lessee shall maintain the Letter of Credit, or a replacement Letter of Credit complying with the provisions of this Section 13(b) and Exhibit “C”, from the date of providing such Letter of Credit through the date that is sixty (60) days after the expiration of the Term (the “Deposit Return Date”). The Letter of Credit shall be payable to Lessor on sight in partial or full draws, shall be transferable without fee to Lessor and shall have an initial expiration date of no sooner than one (1) year from the date of its issuance. The Letter of Credit shall provide, to the extent obtainable, that it will be automatically renewed for successive one (1) year periods unless the issuer delivers forty-five (45) days’ prior written notice of cancellation to Lessor and Lessee by certified mail, return receipt requested, but such renewals shall not extend the term of the Letter of Credit beyond the Deposit Return Date. Any and all fees or costs charged by the issuer in connection with the Letter of Credit shall be paid by Lessee. Lessor shall have the right to draw upon the Letter of Credit in any of the following circumstances: (i) upon and during the continuance of an uncured Event of Default by Lessee under this Lease, (ii) if
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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Lessee has breached or defaulted on its obligations under this Lease and Lessee is a debtor under any bankruptcy or insolvency proceeding and Lessor is prohibited by applicable bankruptcy or insolvency law from sending notice to Lessee of such breach or default, regardless of whether such notice is required, (iii) if the credit rating of the senior debt of the issuer of the Letter of Credit is downgraded below Aa3 or better under Moody’s rating system or AA- or better under Standard & Poors rating system (or the equivalent rating under such other rating system as is reasonably acceptable to Lessor), the issuer of the Letter of Credit shall enter into any supervisory agreement with any governmental authority, or the issuer of the Letter of Credit shall fail to meet any capital requirements imposed by applicable law, and Lessee fails to deliver to Lessor a replacement Letter of Credit complying with the terms of this Section 13(b) within thirty (30) days of request therefor from Lessor, and/or (iv) if Lessee fails to provide Lessor with any renewal or replacement Letter of Credit complying with the terms of this Lease at least thirty (30) days prior to expiration of the then-current Letter of Credit, where the issuer of such Letter of Credit has advised Lessor of its intention not to renew the Letter of Credit if the Letter of Credit is an “evergreen” letter of credit (to the extent an evergreen Letter of Credit was not obtainable), or where the Letter of Credit by its terms will expire within thirty (30) days if the Letter of Credit is not an “evergreen” letter of credit. If the Letter of Credit is drawn upon due solely to the circumstances described in the foregoing clauses (iii) or (iv), the amount drawn shall be held by Lessor as a security deposit to be otherwise retained, expended or disbursed by Lessor for any amounts or sums due under this Lease to which the proceeds of the Letter of Credit could have been applied pursuant to this Lease and any amounts not so applied shall be returned to Lessee when Lessor is obligated to return the same to Lessee under this Lease. If Lessor elects to draw all or any amount of the Letter of Credit upon an uncured Event of Default by Lessee or as otherwise permitted herein, Lessee expressly waives any right it might otherwise have to prevent Lessor from drawing on the Letter of Credit and agrees that an action for damages and not injunctive or other equitable relief shall be Lessee’s sole remedy in the event Lessee disputes Lessor’s claim to any such amounts.
     (c) As a material inducement for Lessor to enter into this Lease, Lessee has caused to be delivered to Lessor contemporaneously herewith, from certain affiliates of Lessee (hereinafter collectively “Guarantor”), a joint and several guaranty of all of Lessee’s payment and performance obligations hereunder (the “Guaranty”) in the form set forth on Exhibit “B” attached hereto and by this reference made a part hereof. In the event of a default by Lessee under this Lease, Guarantor shall have the obligation to assume all of Lessee’s obligations hereunder directly (without releasing Lessee therefor).
14. INSURANCE. (a) Lessee shall pay the premiums for and deliver to Lessor the following policies of insurance, with insurance carriers that have a rating of A:-X or better as set forth in the most current issue of Best’s Insurance Guide and a rating of A in the latest Standard and Poor’s guide and authorized to do business in the state in which the Premises are located, or otherwise that are acceptable to Lessor, that shall name Lessor, and its designees as additional insureds:
     (b) Prior to the Commencement Date, Lessee shall deliver to Lessor (and to the owner of the Premises if not Lessor) evidence of the existence and amounts of the insurance with additional insured endorsements, named insured endorsements and mortgagee/loss payable clauses as required herein. Lessee shall deliver to Lessor a Certificate of Liability Insurance in connection with Lessee’s liability policy(ies), and an Evidence of Property Insurance in connection with Lessee’s property policy(ies). No policy shall be cancelable or subject to reduction of coverage or other modification except after 30 days’ prior written notice to Lessor. Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to any insurance coverage, shall be deemed to limit or restrict in any way the liability of Lessee arising under or out of this Lease.
     (c) Lessee shall obtain and maintain in full force and effect throughout the Term of this Lease the following insurance coverages:

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          (i) Lessee, at Lessee’s expense, shall obtain and keep in full force during the Term of this Lease a policy of commercial general liability (including contractual liability) and property damage insurance, with coverage of at least [***] per occurrence for bodily or personal injury (including death) and [***] in respect of property damage, with respect to each Site comprising the Premises, or in such higher amounts as Lessor may reasonably require from time to time during the Term of this Lease, written on an occurrence basis insuring Lessee (with Lessor and any other party Lessor may designate as an additional insured as its interest may appear) against any liability arising out of ownership, use, occupancy, or maintenance of the Premises and all of its appurtenant areas. The policy shall provide blanket contractual liability coverage. However, the limits of the insurance shall not limit the liability of Lessee. In addition, Lessee at Lessee’s expense shall obtain and keep in full force, during the Term of this Lease an umbrella liability policy in an amount not less than [***] in excess primary insurance on an occurrence basis. The insurance to be maintained by Lessee pursuant to this subsection (i) shall be primary and not contributory to any other insurance maintained by Lessor. In no event shall any deductible payable in connection with such policy with respect to any individual Site exceed [***]. Terrorism coverage must be included on all liability coverages.
          (ii) Lessee, at Lessee’s expense, shall obtain and keep in force during the Term of this Lease a “Special Form” (as such term is used in the insurance industry) policy of property insurance covering loss or damage to the Premises. This insurance shall be in an amount not less than the full guaranteed replacement cost of the buildings(s) (less slab, foundation, supports and other customarily excluded improvements). The policy shall contain only standard printed exclusions and must include Equipment Breakdown (boiler and machinery) coverage or, if such coverage is separate, a joint loss agreement must be obtained in form and substance acceptable to Lessor; include an agreed value endorsement waiving any co-insurance penalty, and an ordinance or law coverage endorsement covering increased costs resulting from changes in laws or codes, and demolition and removal of the damaged structure. In addition, the policy shall include a “Loss Payable Provisions” endorsement (ISO Form CP 12 18 06 95 or equivalent) naming Lessor as “Loss Payee” thereunder in addition to Lessor being named insured and any lender of Lessor being added as mortgagee/loss payee. In no event shall any deductible payable in connection with such policy with respect to any individual Site exceed [***]. Terrorism coverage must be included. Although Lessee’s property insurance shall name Lessor as the loss payee, as long as Lessee is not in default under this Lease, Lessor shall allow the proceeds to be available to Lessee to pay the cost of restoring damage to the Premises resulting from such casualty and, upon completion of such repairs and/or restoration and the payment for same, and provided that Lessee is not in default under this Lease, Lessee shall be entitled to the balance of such proceeds.
          (iii) If any Site comprising the Premises is located in Flood Zone A or V as defined by the Federal Emergency Management Agency (FEMA), Lessee, at Lessee’s expense, shall obtain and keep in force during the Term of this Lease a policy of insurance covering loss or damage due to flood with respect to the Premises. The insurance shall provide for payment of loss jointly to Lessor and Lessee; provided, however, that, as long as Lessee is not in default under this Lease, Lessor shall allow the proceeds to be available to Lessee to pay the cost of restoring damage to the Premises by resulting from such casualty and, upon completion of such repairs and/or restoration and the payment for same, and provided that Lessee is not in default under this Lease, Lessee shall be entitled to the balance of such proceeds.
          (iv) Lessee also shall obtain and keep in force during the Term of this Lease a policy of rent interruption insurance with a period of indemnity not less than twelve (12) months from time of loss and an extended period of indemnity of three hundred sixty-five (365) days. This insurance shall
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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cover all taxes and insurance costs for the same period in addition to twelve (12) month’s Fixed Annual Rent amount.
          (v) If Lessee (or any sublessee or other occupant of a Site comprising the Premises) offers alcoholic beverages for sale from the Premises, Lessee or such other occupant of the Site, shall obtain, or shall cause such third (3rd) party to, carry and maintain liability insurance which shall include coverage for all liabilities arising out of the dispensing or selling of alcoholic beverages imposed under any laws, including, without limitation a “dram shop” or alcoholic beverage control act.
          (vi) If and to the extent required by applicable law, Lessee also shall obtain and keep in force during the Term of this Lease a worker’s compensation policy, insuring against and satisfying Lessee’s obligations and liabilities under the worker’s compensation laws of the state in which the Premises are located and shall also include a minimum of [***] for employer’s liability coverages.
          (vii) Should any financial assurance requirements pursuant to Environmental Laws be imposed on Lessee’s use of, or activities at, the Premises, Lessee promptly and timely shall comply with those requirements as they take effect.
          (viii) Lessee shall maintain pollution liability insurance (through one or more policies) in favor of Lessor which names Lessor as an additional insured as specifically provided below in this Section, and any third parties that may be affected, in an amount of at least [***] per occurrence providing coverage for the investigation and/or remediation of any hazardous materials (including but not limited to petroleum products) released at, on, under or from the Premises, property damage (including, without limitation, natural resource damages) and compensation for personal injuries, costs of defense and legal liability to third parties with a deductible not to exceed [***] per incident. [***]. Lessee shall provide a certificate of insurance evidencing such required coverage prior to the Commencement Date, and such certificate shall provide that the policy may not be cancelled or amended in any material respect without thirty (30) days’ prior written notice to Lessor.
     (d) Lessee shall name Lessor as additional insureds for liability coverages and named insured for property coverages and shall name Lessor’s designees, and Lessor’s successor(s), assignee(s), nominee(s) and agents with an insurable interest.
     (e) If requested by Lessor, the policies of insurance required to be maintained hereunder shall bear a standard first mortgage endorsement in favor of any holder or holders of a first mortgage lien or security interest in the property with loss payable to such holder or holders as their interest may appear.
     (f) Lessee hereby waives and releases any and all right of recovery against Lessor, including, without limitation, employees and agents, arising during the Term of this Lease for any and all loss (including, without limitation, loss of rental) or damage to property located within or constituting a part of the Premises unless such loss is caused by the gross negligence or willful misconduct of a Lessor Party. This waiver is in addition to any other waiver or release contained in this Lease. Lessee shall have its insurance policies issued in such form as to waive any right of subrogation that might otherwise exist, and shall provide written evidence thereof to Lessor upon written request.
     (g) Provided such insurance is maintained in strict compliance with all of the requirements of this Article 14, and without limiting Lessee’s obligations under Section 15 below, Lessee shall have the right to cause one or more of its dealers to maintain (rather than Lessee itself maintaining) any of the insurance coverages specified in this Article 14 as relates to the Sites subleased or operated by the
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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dealer(s) providing such insurance. Without limitation, such insurance shall name Lessor as a named insured, and evidence of all such insurance must be timely provided to Lessor in accordance with this Article 14. Upon request by Lessor from time to time, any such dealer shall confirm to Lessor in writing the insurance coverages maintained by such dealer, and any failure by any such dealer to comply with the provisions of this Section 14(g) shall not excuse Lessee from its insurance and/or other obligations under this Lease.
15. MAINTENANCE; CASUALTY; RESTORATION. (a) Lessee, at its expense, shall make all repairs, restorations of damage from fire or other casualty and replacements (including, in either case, structural), and provide all maintenance, required to keep the Premises and all buildings, equipment (including, but not limited to the Equipment), personal property and improvements located at the Premises in a good, sightly and safe operating condition that is in compliance with all laws and regulations, including maintenance, repairs, painting and replacements made necessary by reason of ordinary wear and tear, damage by the elements and obsolescence, and shall keep adjacent sidewalks, curbs and driveways in good and safe condition and free from snow, ice and obstructions, keep the yard area free of trash, junk and debris, keep grass, plantings, shrubs etc. trimmed and neat, and replace damaged glass and light bulbs and fixtures without delay. Repairs and replacements shall be done in a good and workmanlike manner with materials equal in quality and class equal to or better than the materials existing at the time that the damage or injury occurred. Lessee shall commit no act of waste to the Premises or improvements.
     (b) [Intentionally Omitted]
     (c) In the event of damage to the Premises from fire or other casualty, Lessee shall give Lessor prompt written notice thereof and shall commence and complete, at Lessee’s cost and expense, the restoration of such damage so as to render the Premises in the same or better condition as it was immediately prior to such fire or other casualty. Lessee is not entitled to any rent abatement during or resulting from any partial or total destruction of the Premises from any casualty, and in no event is Lessee entitled to terminate this Lease as a result thereof.
     (d) Lessor and Lessor’s lender, in their discretion and upon notice to Lessee (except that no notice to Lessee shall be required if an Event of Default has occurred and is continuing), may adjust, collect and compromise all claims under any of the insurance policies required by Section 14 (except commercial general liability insurance claims payable to a person other than Lessee, Lessor or Lessor’s lender) and to execute and deliver on behalf of Lessee all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Provided that no Event of Default has occurred and is continuing, Lessee shall be entitled to participate with Lessor and Lessor’s lender in any adjustment, collection and compromise of the net award payable in connection with a casualty. So long as an Event of Default has not occurred and is not then continuing, Lessee may settle, compromise, adjust and collect any such claims upon written notice to Lessor and shall deposit such amounts in excess of [***] into the Restoration Fund (defined in Section 15(g)) to be used for the reconstruction of the Premises as provided below in Section 15(g). If an Event of Default has occurred and is continuing, Lessee agrees to sign, upon the request of Lessor or Lessor’s lender, all such proofs of loss, receipts, vouchers and releases. If Lessor or Lessor’s lender so requests, Lessee shall adjust, collect and compromise any and all such claims, and Lessor and Lessor’s lender shall have the right to join with Lessee therein. Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Lessor and Lessor’s lender, and Lessor and Lessor’s lender shall have the right to prosecute or contest, or to require Lessee to prosecute or contest, any such claim, adjustment, settlement or compromise. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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premiums, directly to Lessor or, at Lessor’s direction, to Lessor’s lender instead of to Lessor, and Lessee hereby appoints Lessor and, if applicable, Lessor’s lender, as Lessee’s attorneys-in-fact to endorse any draft therefor. The rights of Lessor under this Section 15(d) shall be extended to Lessor’s lender if and to the extent that any mortgage so provides.
     (e) If Lessee shall fail to comply with its obligations under this Section for more than twenty (20) days after notice to Lessee (or such longer period if Lessee has commenced to comply with its obligations under this subsection (e) and has notified Lessor in writing that it shall complete such obligations), except in the case of an emergency (e.g., where there is an imminent risk of injury or harm to persons or property or if prompt action is required to comply with a governmental directive), in which case no notice shall be required, then Lessor or its agent may enter upon the Premises in order to take such remedial action as is necessary and may charge the cost of repair to Lessee as additional rent due with Lessee’s next monthly installment of Fixed Annual Rent. Lessee’s failure to pay such charges within fifteen (15) days of Lessor’s written demand shall be treated as a failure to pay rent when due and subject to the same remedies.
     (f) Lessee shall provide Lessor with an engineering or property condition report (at Lessee’s sole cost and expense and in form and substance satisfactory to Lessor, in Lessor’s sole discretion) not more than twenty-four (24) months nor less than eighteen (18) months prior to the end of the Initial Term or any Renewal Term (a “Property Condition Report”). If (i) such Property Condition Report lists replacements of the roof or HVAC systems required on the Premises during the remainder of the Initial Term or any Renewal Term, or (ii) an alteration or repair to the Premises is required by any applicable Governmental Regulation during the last eighteen (18) months of the Initial Term or any Renewal Term, then, provided such alteration or repair is the result of normal wear and tear and not due to neglect or waste by Lessee, then the cost of such alteration or repair, as the case may be, will be apportioned between Lessor and Lessee with Lessee’s share equal to the cost of such alteration or repair, as the case may be, multiplied by a fraction, the numerator of which shall be the remainder of the Term from the time such alteration or repair needs to be made pursuant to subsections (i) and (ii) above, and the denominator of which shall be the anticipated useful life of such alteration or repair, as the case may be. If, after any such apportionment, any Renewal Option is exercised in accordance with Section 6, the cost of such alteration or repair will be re-apportioned accordingly. If such alteration or repair is due to neglect or waste by Lessee, Lessee will bear the full cost of such alteration and repair, including any reasonable costs incurred by Lessor to ensure that the alteration and repair are completed, and such alteration or repair shall be made in accordance with Section 22 of this Lease.
     (g) In the case of any alteration or restoration costing in excess of [***], Lessor (or Lessor’s lender if required by any mortgage) shall hold the net award in a fund (the “Restoration Fund”) which shall be used for the alteration and/or restoration of the Site in question and disburse amounts from the Restoration Fund only in accordance with the following conditions:
          (i) Lessee shall commence the restoration as soon as reasonably practical and diligently pursue completion of such restoration to completion;
          (ii) prior to commencement of restoration, (A) the architects, contracts, contractors, plans and specifications and a detailed budget for the restoration shall have been approved by Lessor, such detailed budget shall reflect that the Restoration Fund is sufficient to cover the costs of restoration, including any additional insurance required as a result of restoration, and payments of Fixed Annual Rent due under this Lease (if Lessor reasonably determines that the Restoration Fund is insufficient to cover such costs, Lessee must deposit such required excess amount as directed by Lessor), (B) Lessor and
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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Lessor’s lender shall be provided by Lessee with mechanics’ lien insurance, “owner contractor’s protective liability insurance” (if available), builder’s risk completed value insurance and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Lessor, and name Lessor and Lessor’s lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed;
          (iii) at the time of any disbursement, (A) no Event of Default shall exist (B) all materials installed and work and labor performed (except to the extent being paid out of the requested disbursement) in connection with the restoration shall have been paid in full, and (C) no mechanics’ or materialmen’s liens or stop orders or notices of pendency shall have been filed or threatened against the Premises and remain undischarged or shall be fully bonded to the satisfaction of Lessor;
          (iv) disbursements shall be made no more frequently than once a month and be in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, including architects’ certificates, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) waivers of liens or partial waivers of liens, as the case may be, for the work completed through the last disbursement, (C) contractors’ and subcontractors’ sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (E) other evidence of cost and payment so that Lessor and Lessor’s lender can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims;
          (v) each request for disbursement shall be accompanied by a certificate of Lessee, signed by the president or a vice president of Lessee, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Lessee has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease and with all Governmental Regulations;
          (vi) Lessor may retain ten percent (10%) of the Restoration Fund until the work is fully completed;
          (vii) if the Restoration Fund is held by Lessor, the Restoration Fund may not be commingled with Lessor’s other funds and shall not bear interest; and
          (viii) such other reasonable conditions as Lessor or Lessor’s lender may impose; including without limitation, if the costs of restoration exceed $1,000,000 and Lessor so requests, a requirement that Lessee hire a casualty consultant.
          (ix) Prior to commencement of restoration and at any time during restoration, if the estimated cost of completing the restoration work free and clear of all liens, as determined by Lessor, exceeds the amount in the Restoration Fund available for such restoration, the amount of such excess shall, upon demand by Lessor, be paid by Lessee to Lessor to be added to the Restoration Fund. Any sum so added by Lessee which remains in the Restoration Fund upon completion of restoration shall be refunded to Lessee.
     (h) Notwithstanding anything herein to the contrary, if (i) within the last two (2) years of the Term then in effect there is damage or destruction to a Site that will cost in excess of $1,000,000 to repair, or (ii) at any time during the Term there is damage or destruction to a Site and restoration of the Site to its previous use is prohibited by applicable governing authorities (including zoning boards or Lessee’s inability to obtain proper permits and approvals), Lessor or Lessee may, at its respective option and in its respective sole discretion, elect to terminate this Lease with respect to such Site and in such event Lessee

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shall assign and deliver to Lessor any insurance payments received by Lessee with respect to such damage or destruction together with payment by Lessee of any deductible with respect to such insurance proceeds; provided, however, that if Lessor shall have given a notice of termination in accordance with clause (i) of this subsection (h) and Lessee shall thereafter be permitted under this Lease to effect a Renewal Option, and the Renewal Term is effected pursuant thereto, then Lessor’s termination notice shall not have any effect. In the event the Lease is terminated with respect to a Site as a result of subsection (ii) of this subsection (h), then the Rent due to Lessor under this Lease shall be adjusted by the amount set forth with respect to each Site on Schedule “A” attached hereto and by this reference made a part hereof (with respect to each Site, the “Adjustment Amount”), which Adjustment Amount shall be increased by the cumulative percentage increase in the Fixed Annual Rent pursuant to Section 3(b) since the Commencement Date.
16. CONDEMNATION. (a) Lessee shall give Lessor and Lessor’s lender immediate written notice of Lessee’s receipt of a condemnation notice. If the whole or any substantial part of any Site (to the extent such partial taking would have a material adverse effect on the business then being conducted on the Site) shall be acquired or condemned by eminent domain or for any public or quasi-public use or purpose, then, and in that event, (x) the Term of this Lease shall cease and terminate with respect to such Site from the date of title vesting, (y) Fixed Annual Rent shall be reduced by the Adjustment Amount for such Site set forth on Schedule “A” annexed hereto, which Adjustment Amount shall be increased by the cumulative percentage increase in the Fixed Annual Rent pursuant to Section 3(b) since the Commencement Date, and (z) Lessee shall have no claim against Lessor for the value of any unexpired Term of this Lease with respect to such Site. Lessor and Lessor’s lender are authorized to collect, settle and compromise, in their sole and absolute discretion (and, if no Event of Default exists, upon notice to Lessee) and shall consult with Lessee, but this shall not be construed so as to require Lessor to obtain Lessee’s approval, which shall not be required in any case, the amount of any net award. No agreement with any condemnor in settlement or under threat of any condemnation shall be made by Lessee without the written consent of Lessor and Lessor’s lender. No part of any award shall belong to Lessee, except that Lessee may make a separate claim with the condemning authority for, or shall be entitled to that portion of the award expressly attributed to (a) the Lessee’s then book value of leasehold improvements made to the Site by Lessee, (b) Lessee’s Personal Property or the cost of removal thereof, and (c) relocation/moving costs and, additionally, (d) Lessee may make a separate claim with the condemning authority for Lessee’s enterprise or business value. Notwithstanding the foregoing, if the condemnation award is a single award for the entire value of the Site, inclusive of the fee and leasehold interests of the parties, but without any allocations as between the two estates, then the portion of the award that Lessee is entitled to shall be limited to (x) the Lessee’s then book value of Lessee’s leasehold improvements made to the Site by Lessee, (y) the book value of Lessee’s Personal Property or the cost of removal thereof and (z) any relocation/moving costs of Lessee. In the event there is any environmental contamination at any Site which is subject to a condemnation proceeding, notwithstanding such condemnation proceeding, Lessee shall continue to be responsible to remediate any and all contamination in accordance with the terms of this Lease.
     (b) If, however, the condemnation does not materially adversely affect Lessee’s ability to conduct its business at a particular Site comprising the Premises, then the condemnation shall be deemed to be of less than a substantial part of such Site. If less than a substantial part of any of the Sites comprising the Premises shall be acquired or condemned by eminent domain or for a public or quasi-public use or purpose, then the Term of this Lease and the Fixed Annual Rent payable by Lessee hereunder shall remain the same and unaffected by such condemnation, Lessor shall be entitled to the entire award in connection therewith, and Lessee shall, at its cost and expense, repair such damage and restore the Site in question to a useful condition; provided, however, that, as long as no Event of Default exists, Lessor shall make the award available to Lessee to pay the cost of any repair or restoration of the Site affected by such proceeding required by reason of such condemnation.

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17. LESSOR RIGHT OF ENTRY. (a) Lessor shall not be required to render any services to Lessee or to make any repairs or replacements to the Premises except those specifically described in this Lease.
     (b) Upon reasonable prior notice, which may be oral, and other than an emergency for which no notice shall be required, Lessor, for itself and its agents, reserves the right to enter the Premises for the purposes of examining and inspecting and ensuring Lessee’s compliance with all applicable laws and the terms and conditions of this Lease at said Premises and any property of Lessor thereon and to make any necessary repairs thereto. Except and to the extent caused by the gross negligence or willful misconduct of Lessor, Lessor shall not be liable in any manner to Lessee by reason of such entry or the performance of repair work in the Premises and the obligations of Lessee hereunder shall not be thereby affected. Lessee shall permit Lessor’s predecessor in title to the Premises access to the Premises in order to comply with the terms and covenants set forth in any deed conveying the Premises to Lessor or to Lessor’s grantor.
     (c) The Lessee agrees to permit the Lessor or the Lessor’s agents to show the Premises at any reasonable times to persons wishing to purchase or lease the same.
18. SUBORDINATION. (a) This Lease is subject and subordinate to all ground leases and overleases, including the Prime Leases for the Leased Sites, and to all mortgages or other security instruments which may now or hereafter affect this Lease or any Site, and to all renewals, modifications, consolidations, replacements, extensions, substitutions or assignments thereof and this clause shall be self-operative and no further instrument of subordination shall be required in order to effect same. Upon Lessee’s request, Lessor shall use its reasonable commercial efforts to obtain a non-disturbance agreement (herein, the “Non-Disturbance Agreement”) from the holder of any mortgage entered into by Lessor and filed against all or any of the Sites. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to the Premises, including, without limitation, Lessee’s agreement to attorn as set forth below in this Section. Whether or not Lessor obtains a Non-Disturbance Agreement, Lessee, promptly following a request by Lessor, shall execute a subordination agreement and/or other documents required to confirm the subordination of this Lease.
     (b) In the event of foreclosure of any mortgage, whether superior or subordinate to this Lease, then (i) this Lease shall continue in force, (ii) Lessee’s quiet possession shall not be disturbed if Lessee is not in default hereunder or cures such default prior to the expiration of applicable cure periods, (iii) Lessee shall attorn and recognize the mortgagee or purchaser at foreclosure sale (“Successor Lessor”) as Lessee’s Lessor for the remaining Term of this Lease, and (iv) the Successor Lessor shall not be bound by (x) any payment of rent for more than one month in advance, (y) any amendment, modification or ending of this Lease without the Successor Lessor’s consent after the Successor Lessor’s name is given to Lessee, unless the amendment, modification, or ending is specifically authorized by the terms of this Lease and does not require Successor Lessor’s prior agreement or consent; and (z) any liability for any act or omission of a prior Lessor. At the request of the Successor Lessor, Lessee shall execute an amendment to this Lease confirming the Successor Lessor on the same terms and conditions as this Lease for the balance of the Term of this Lease, together with all options to extend the Term of this Lease as provided herein.
19. SIGNAGE. Lessee shall have the right to place any signs on the Premises Lessee desires so long as such signs are neat, professional and relate to the legal business being conducted at the Premises. All signs shall be in compliance with all applicable laws. All signage on or about the Premises shall be fabricated, installed and maintained by Lessee, at Lessee’s sole cost and expense. Lessee shall pay the charges, if any, for all sign permits. No signs shall contain any material that would be offensive, disparaging or indecent or that would otherwise not be in keeping with comparable service station properties.

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20. ASSIGNMENT; SUBLETTING; LESSEE FINANCING. (a) Except as otherwise expressly provided herein, Lessee shall not assign, pledge, mortgage or otherwise transfer its interest in the Premises, or any part thereof, without first obtaining Lessor’s written consent, which consent Lessor may withhold in its sole and absolute discretion. Lessee may sublet the Premises with not less than twenty (20) days prior written notice to the Lessor, which notice shall include sublessee’s name, address and phone number; provided, however, that the term of the sublease shall not extend past the day which immediately precedes the expiration date of the then current Term of this Lease. In the event of any such assignment or subletting, Lessee shall continue to remain jointly and severally liable to Lessor, along with its transferee, for the performance of all of Lessee’s obligations, including the payment of Rent, for the remainder of the Term of this Lease. The sale or any other transfer of all or substantially all of the assets of Lessee to any other person, or a conveyance or transfer of Lessee’s stock or other ownership interests (if a corporation or other entity) to any other person, shall be deemed an attempted assignment requiring consent. In no event shall any such assignment, subletting and/or transfer release Guarantor from its obligations under the Guaranty. Notwithstanding the foregoing, so long as there is no change in the operation, management or control of Lessee, Lessee shall be permitted to transfer membership interests in Lessee for (i) tax planning or estate planning purposes or (ii) among the members of Lessee as of the date of this Lease; provided, however, that no membership interests in Lessee are transferred to any party that is not a member of Lessee as of the Commencement Date.
     (b) In the event of Lessee’s surrender of this Lease or the termination of this Lease, Lessor may, at its option, either terminate any or all subtenancies or succeed to the interest of Lessee as sublessor thereunder. No merger shall result from Lessee’s sublease of the Premises under this Section, Lessee’s surrender of this Lease, or the termination of this Lease.
     (c) Lessee immediately and irrevocably assigns to Lessor, as security for Lessee’s obligations under this Lease, all rent from any subletting of all or any part of the Premises as permitted by this Lease; provided, however, that Lessee shall have a license to collect all such rents unless and until an Event of Default has occurred and is continuing. If an Event of Default by Lessee has occurred and is then continuing, Lessor, as assignee and as attorney-in-fact for Lessee, or a receiver of Lessee appointed on Lessor’s application, may collect the rent and apply it toward Lessee’s obligations under this Lease.
     (d) If this Lease is assigned, or if the Premises or any part of the Premises is sublet or occupied by anyone other than Lessee, Lessor may, after default by Lessee which remains uncured after the expiration of any applicable notice, grace and cure period, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained.
     (e) Lessee hereby acknowledges and agrees that Lessor has a significant material interest in limiting the amount of debt and other financing obligations incurred by Lessee, and that, as a material inducement for Lessor to enter into this Lease, except for the Loan (defined in Section 49 below) and for the Permitted Financing (hereafter defined), Lessee shall not incur any other debt during the Term of this Lease, as the same may be extended, without the prior written consent of Lessor, which may be withheld by Lessor in its sole and absolute discretion. For purposes hereof, “Permitted Financing”) shall mean a loan made by a commercial bank or other institutional lender to Lessee not to exceed [***] (“Permitted Financing Cap”) in the aggregate, the proceeds of which are used by Lessee solely in connection with Lessee’s operation of some or all of the Sites. At least ninety percent (90%) of the Permitted Financing
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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(up to the Permitted Financing Cap, as the same may be increased as provided below in this Section 20(e)), must be used to acquire or replace capital improvements at some or all of the Sites. [***].
     (f) Each and every sublease, occupancy agreement and/or license entered into from and after the Commencement Date must provide that (i) the same is subject to all of the terms and conditions of this Lease and (ii) in the event of cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease, whether voluntary, involuntary or by operation of law, prior to the expiration date of such agreement, including extensions and renewals granted thereunder, the proposed occupant agrees to make full and complete attornment to Lessor for the balance of the Term of such agreement, at the option of Lessor at any time during the occupancy of a portion of the Premises, which attornment shall be evidenced by an agreement in form and substance reasonably satisfactory to Lessor, in which the proposed occupant agrees to execute and deliver at any time within fifteen (15) days after request of Lessor, or its successors and assigns, and the occupant waives the provisions of any law now or hereafter in effect which may give the occupant any right of election to terminate the agreement or to surrender possession of any portion of the Premises in the event any proceeding is brought by Lessor under this Lease to terminate this Lease.
     (g) Notwithstanding anything to the contrary set forth in this Lease, including without limitation, this Section 20, Lessor acknowledges that Lessee intends from time to time to enter into leases with dealers to operate certain of the service station business at the Premises (each, a “Dealer Lease” and collectively, the “Dealer Leases”). Nothing in this Lease shall be construed to limit Lessee’s right to enter into such Dealer Leases, and Lessor’s consent shall not be required for Lessee to enter into or terminate any Dealer Leases; so long as any new Dealer Lease entered into, or any existing Dealer Lease renewed, extended or materially modified, from and after the date of this Lease shall (i) provide that the Dealer Leases are expressly subject and subordinate to this Lease and (ii) contain the provisions of Section 20(f) of this Lease. Further, Lessor shall have no obligation or liability under the Dealer Leases under any circumstances whatsoever, nor shall the Lessor have any obligation to honor any Dealer Lease. In no event shall Lessee be excused from performing its obligations under this Lease notwithstanding the existence of a Dealer Lease. Lessee shall defend, indemnify and hold Lessor its affiliates, officers, directors, members, partners, shareholders, employees and agents harmless from and against any and all losses actually incurred by Lessor, liabilities, claims, demands, suits, actions, judgments, fines or payments, environmental or otherwise, for, or in connection with, any claim by any party under the Dealer Leases for any matter arising under, or in connection with, the Dealer Leases, including any claim based in contract, tort, statutory right, or equitable principles, or any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted at the Premises or on any of the sidewalks adjoining the same, or arising, directly or indirectly, from any violation of any law, agency ruling or regulation, or from any act or omission of Lessee or any sublessee and their respective licensees, servants, agents, customers, employees, invitees or contractors, and from and against all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon.
21. NO LIENS. Other than the Loan, Lessee shall not do any act, or make any contract, which may create or be a foundation for any lien (including mechanics or materialman’s liens) or other encumbrance upon any interest of Lessor in the Premises. If any such lien is filed, then Lessee, within fifteen (15) days or as soon as reasonably possible after notice of filing, shall cause any such lien or encumbrance to be discharged of record. NOTICE IS HEREBY GIVEN THAT LESSOR SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR,
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES. LESSOR MAY AT ANY TIME POST ANY NOTICES ON THE PREMISES REGARDING SUCH NON-LIABILITY OF LESSOR.
22. ALTERATIONS; RESTORATIONS. (a) Lessee shall make no additions, changes, alterations or improvements to any Site comprising a part of the Premises that are structural or have a cost in excess of [***], without first obtaining Lessor’s prior written consent, which may not be unreasonably withheld if they do not adversely affect the use, utility or value of the Premises; provided, however, that Lessor may require any alteration having a cost in excess of [***] to be bonded. Any alterations or additions to any buildings or permanent improvements authorized by Lessor shall be made in a good, workmanlike manner, in compliance with all applicable laws, rules and regulations, and in compliance with all insurance policies required to be maintained by Lessee under this Lease, and, unless Lessor otherwise elects at its option, shall upon installation become the property of Lessor and Lessee shall have no right or interest therein except to continue to use same during the remainder of the Term of this Lease. If any alterations involve the replacement of equipment or parts thereto, all replacement equipment or parts shall have a value and useful life equal to the greater of (A) the fair value and useful life on the date hereof or (B) the fair value and useful life of the equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replace equipment was then in the condition required by this Lease). If Lessee shall make additions, changes, alterations or improvements to the Premises without Lessor’s prior written consent or otherwise in violation of the provisions hereof, then at the request of Lessor, Lessee shall at its own cost and expense remove from the Premises all additions, changes, alterations or improvements not acceptable to Lessor, and Lessee shall repair all damage caused by such installation and removal, other than minor and de minimus items. Any actual, reasonable costs incurred by Lessor in removing or disposing of fixtures or repairing damage shall be additional rent hereunder. Notwithstanding the foregoing, regardless of the cost, Lessee shall have the right from time to time, without the prior consent of Lessor, but upon prior notice to Lessor, to remove and replace one or more USTs in strict compliance with the terms of this Lease.
     (b) In the case of any restoration following a fire or other casualty costing in excess of [***], Lessor (or Lessor’s lender if required by any mortgage) shall hold the net award in accordance with the provisions of Section 15(g) of this Lease.
     (c) Reference is hereby made to that certain Remediation Agreement (“Remediation Agreement”) by and between Groundwater & Environmental Services, Inc., a Pennsylvania corporation (“GES”), and Lessee, dated as of January 4, 2011, with respect to environmental services for certain portions of the Premises. Notwithstanding anything to the contrary set forth in this Lease, Lessee shall not undertake, under the Remediation Agreement, any invasive work, development, redevelopment, upgrade, demolition or alteration of any building, structure or land surface unrelated to the Remediation Activities (as defined in the Remediation Agreement) at any Site without the express prior written consent of Lessor and GES. Lessor shall not unreasonably withhold or delay its consent to such request; provided, however, that Lessee hereby acknowledges and agrees that if GES does not consent to such request from Lessee, then Lessor’s denial of Lessee’s request for consent shall be deemed reasonable.
     (d) Lessor shall reasonably cooperate with, and shall not unreasonably interfere with, GES’s performance of its obligations under the Remediation Agreement, which cooperation shall include, without limitation: (i) allowing access to the Premises as may be reasonably necessary for GES to perform its obligations under the Remediation Agreement, (ii) promptly executing all documents, instruments and applications and joining in any notices that may be reasonably required to enable GES to perform its obligations under the Remediation Agreement, and (iii) promptly providing to Lessee and
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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GES any information Lessor obtains relating to contamination on the Premises or any conditions that may affect the performance of GES’s obligations or remediation costs. Any costs incurred by Lessor with respect to the Remediation Agreement shall be payable by Lessee.
23. DEFAULT. Lessor and Lessee agree that each of the provisions of this Lease is a material and substantial condition of the agreement between the parties relating to the lease of the Premises. The occurrence of any one or more of the following (after expiration of any applicable cure period) shall, at the sole option of Lessor, constitute an “Event of Default” under this Lease:
          (i) a failure by Lessee to pay, regardless of the reason for such failure: (x) after [***] written notice that such amount is past due, any Fixed Annual Rent, or (y) within [***] after written notice that any other monetary obligation under this Lease is past due;
          (ii) a failure by Lessee duly to perform and observe, or a violation or breach of, any other provision of this Lease not otherwise specifically mentioned in this Section 23, which default continues beyond the date that is [***] from the date on which Lessee receives written notice of such default (or such shorter period of time as is expressly set forth in this Lease for the curing of such default of if required by law) or, if such default cannot be cured within such thirty (30) day period and delay in the exercise of a remedy would not (in Lessor’s reasonable judgment) cause a material adverse harm to Lessor or the Premises, the cure period shall be extended for the period required to cure the default, but such cure period, including any extension, shall not in the aggregate exceed [***], provided that Lessee shall have commenced to cure the default within thirty (30) days of receipt of notice from Lessor (or sooner if required by law) and shall actively and diligently and in good faith proceed with and continue the curing of the default for such [***] or until earlier fully cured;
          (iii) any representation or warranty made by Lessee herein or in any certificate, demand or request made pursuant hereto proves to have been incorrect, when made in any material respect;
          (iv) Lessee shall fail to comply with the requirements of Section 14 and such failure continues for more than three (3) business days after Lessee receives written notice of such failure;
          (v) Lessee shall enter into a transaction or series of transactions in violation of Section 20;
          (vi) Lessee shall fail to occupy and use all of the Premises for the Primary Use in accordance with Section 9 or Lessee shall have abandoned any Site;
          (vii) Lessee shall fail to maintain in effect any license or permit necessary for the use, occupancy or operation of the Premises and such failure continues for more than thirty (30) days after Lessee receives written notice of such failure (or such shorter period of time as is (i) required to preserve such license or permit in effect, (ii) required by law or (iii) required to avoid a material adverse harm to Lessor or the Premises);
          (viii) Lessee shall fail to deliver the estoppel described in Section 33 within the time period specified therein and such failure continues for more than five (5) days after written notice with respect to the delivery of such estoppel certificate;
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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          (ix) Lessee or Guarantor shall fail to pay, beyond any applicable cure period, rent under, or perform of any other material provision of, any other contract or contracts (including any leases) that have, in the aggregate, payment obligations over the term thereof of [***] or more if an effect of such default is to cause the counterparties under such contracts to commence to exercise their remedies thereunder and Lessee or Guarantor fails to cure such default within the period allowed therefor under the relevant contract;
          (x) a final, non-appealable judgment or uninsured judgments for the payment of money in excess of [***] in the aggregate shall be rendered against Lessee or Guarantor and the same shall remain undischarged or unbonded for a period of thirty (30) consecutive days;
          (xi) Lessee or Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver or trustee for itself or for the Premises, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay its debts as they mature in the ordinary course of business;
          (xii) a court shall enter an order, judgment or decree appointing, without the consent of Lessee or Guarantor, a receiver or trustee for it or for the Premises or approving a petition filed against Lessee or Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;
          (xiii) Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;
          (xiv) the estate or interest of Lessee in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within sixty (60) days after it is made;
          (xv) Guarantor shall (A) fail to perform its obligations under the Guaranty beyond applicable notice and cure periods set forth therein, or (B) repudiate the Guaranty or (C) take any action that causes the Guaranty to terminate or be unenforceable for any reason;
          (xvi) Lessee shall receive written notice from Seller under the PSA Documents that Lessee, Guarantor and/or any of their affiliates is in default of their obligations under any of the PSA Documents and such default is not cured prior to the expiration of any applicable notice and cure period; or
          (xvii) Lessee shall default, beyond any applicable cure period, in the performance of any of its obligations under (A) any of the Lessee Loan Documents, or (B) any document evidencing or otherwise securing a loan from Manufacturers and Traders Trust Company being made on or about the date hereof to certain affiliates of Tenant.
24. EVENT OF DEFAULT; DAMAGES; REMEDIES. (a) From and after the occurrence of an Event of Default, Lessor may:
          (i) give notice to Lessee of Lessor’s intention to terminate this Lease on the date specified in such notice, which date shall be no earlier than twenty (20) days following the date of such
 
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INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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notice (the “Termination Date”). Until and including the Termination Date, Lessee shall have the right to restore the terms of this Lease (“Lessee’s Restoration Right”) by curing any default and, if such default is a monetary default, by providing Lessor an additional security deposit in an amount equal to (x) one (1) month’s of the Fixed Annual Rent then in effect if such monetary default is cured within five (5) days of delivery of notice, (y) two (2) month’s of the Fixed Annual Rent then in effect if such monetary default is cured after five (5) days but not more than ten (10) days of delivery of notice, and (z) three (3) months of the Fixed Annual Rent then in effect if such default is cured at any time after ten (10) days of delivery of notice through the end of the aforesaid twenty (20) day period. The requirement to provide such security deposit in the applicable amount (as described in the preceding sentence) shall apply each time Lessor delivers to Lessee a notice of Lessor’s intention to terminate this Lease following an Event of Default by Lessee. If Lessee fails to restore this Lease as provided hereinabove, upon such date, this Lease, the estate hereby granted and all rights of Lessee hereunder shall expire and terminate. Upon such termination, Lessee shall immediately surrender and deliver possession of the Premises to Lessor in the condition required by the terms of this Lease as if such date was the Expiration Date. If Lessee does not so surrender and deliver possession of all of the Premises, Lessor may re-enter and repossess the Premises not surrendered by any available legal process. Upon or at any time after taking possession of the Premises, Lessor may, by legal process, remove any persons or property therefrom. Lessor will be under no liability for or by reason of any such entry, repossession or removal; or
          (ii) Subject to Lessee’s Restoration Right, terminate Lessee’s right of possession and may repossess and re-enter the Premises by any available legal process without thereby releasing Lessee from any liability hereunder and, except as required by applicable law, without demand or notice of any kind to Lessee and without terminating this Lease. After repossession of the Premises pursuant hereto, Lessor will have the right to relet the Premises to such tenant or tenants, for such term or terms, for such rent, on such conditions and for such uses as Lessor in its sole discretion may determine, and collect and receive any rents payable by reason of such reletting. However, Lessor agrees to exercise commercially reasonable efforts to mitigate damages and Lessee, in any event, shall be and remain liable to Lessor for any rental shortfall between the Rent payable hereunder by Lessee and the rent received by Lessor as a result of any reletting. Lessor may make such alterations in connection with such reletting as it may deem advisable in its sole discretion. Notwithstanding any such termination of Lessee’s right of possession of the Premises, Lessor may at any time thereafter elect to terminate this Lease and in such event lessor will have the rights and remedies specified in the foregoing Section 24(a)(i).
     (b) Upon re-entry by Lessor, expiration or termination of this Lease or dispossession by summary proceeding or otherwise, Lessee shall be responsible for the following:
          (i) Rent up to the time of such re-entry, dispossession or expiration of the Term of this Lease;
          (ii) Rent for the balance of the full Term, less the amount of rent that is actually received by Lessor if and when Lessor relets the Premises;
          (iii) The payment of all actual sums incurred by Lessor in putting the Premises in good order or preparing the same for re-rental, including brokerage and advertising fees;
          (iv) Reasonable attorneys’ fees and expenses resulting from Lessor enforcing any of the remedies described above, or in the enforcement of this Lease or in defending any claim brought against Lessor by Lessee against which Lessor successfully defends; and
          (v) In addition, Lessor shall have such other remedies as are then available to it by law or in equity. Except as otherwise provided herein, all remedies are cumulative and concurrent and no remedy is exclusive of any other remedy. Each remedy may be exercised at any time an Event of Default

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has occurred and is continuing and may be exercised from time to time. No remedy shall be exhausted by any exercise thereof.
     (c) The obligations of Lessee under this Section shall survive the expiration or termination of this Lease.
25. LATE CHARGES. Any money owed by Lessee to Lessor after the due date therefor shall bear interest at the Default Rate, from the due date until the date paid. Lessee understands and agrees that more than three (3) instances of dishonoring of checks and/or electronic wire transfers or Electronic Funds Transfers during any twelve (12) month period shall be an additional ground of default under this Lease.
26. SURRENDER; HOLDOVER. (a) Lessee shall quit and surrender peaceably and quietly, to Lessor, its agent or attorney, possession of the Premises at the expiration or other termination of this Lease, vacant (free of all occupants), broom clean and in good condition, except for ordinary wear and tear and free of violations, and shall surrender all keys for the Premises to Lessor at the place then fixed for the payment of Rent and shall provide Lessor all combinations for locks, safes and vaults, passwords and codes for computers or computer-operated equipment if any, in the Premises. Lessee’s failure to so vacate shall subject Lessee to liability and Lessee agrees to pay Lessor’s damages, costs and counsel fees resulting therefrom. If upon termination of this Lease or abandonment of the Premises by Lessee, Lessee abandons or leaves any personal property or equipment at the Premises, such equipment or property shall be conclusively deemed abandoned and Lessor shall have the right, without notice to Lessee, to store or otherwise dispose of the property or equipment at Lessee’s sole cost, expense and risk, without being liable in any respect to Lessee. Lessee agrees that any such disposition by Lessor shall be conclusively deemed to be commercially reasonable.
     (b) If Lessee holds over or remains in possession of the Premises after the expiration of the Term of this Lease, or after any prior termination thereof, without any written agreement being made or entered into between Lessor and Lessee, such holding over or continued possession shall be deemed to be a tenancy from month to month at a monthly rental equal to one hundred fifty percent (150%) of the then last monthly installments of Fixed Annual Rent and additional rent payable during the Term for the first thirty (30) days of such holdover period and thereafter, the greater of two (2) times (x) the then last monthly installments of Fixed Annual Rent and additional rent payable during the Term, and (y) fair market Rent, and otherwise shall be upon the terms and conditions of this Lease, and such tenancy shall be terminable at the end of any month by either party upon written notice delivered to the other party at least thirty (30) days prior to the end of such month.
     (c) No act or thing done by Lessor or any agent or employee of Lessor during the Term of this Lease shall be deemed to constitute an acceptance by Lessor or a surrender of the Premises unless such acceptance of surrender is specifically acknowledged by Lessor in a writing signed by Lessor. The delivery of keys to the Premises or any agent or employee of Lessor shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are retained by Lessor and, notwithstanding such delivery, Lessee shall be entitled to the return of such keys at any reasonable time upon written request until this Lease shall have been terminated properly.
27. WAIVERS.
     (a) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER. IN THE EVENT LESSOR COMMENCES ANY DISPOSSESSION PROCEEDING FOR POSSESSION OF THE PREMISES BASED UPON A DEFAULT BY LESSEE IN THE PAYMENT OF FIXED ANNUAL RENT OR ADDITIONAL RENT, LESSEE WILL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN SUCH

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PROCEEDING. IN CONNECTION WITH ANY SUCH PROCEEDING, OR IN ANY OTHER ACTION OR PROCEEDING TO ENFORCE THIS LEASE OR OBTAIN POSSESSION OF THE PREMISES, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS, EXPENSES AND ATTORNEYS’ FEES FROM THE NON-PREVAILING PARTY.
     (b) WITH RESPECT TO ANY REMEDY OR PROCEEDING HEREUNDER, LESSEE HEREBY WAIVES THE SERVICE OF NOTICE WHICH MAY BE REQUIRED BY ANY APPLICABLE LAW.
     (c) Lessee hereby waives and surrenders, for itself and all those claiming under it, including creditors of all kinds (i) any right and privilege which it or any of them may have under any present or future law to redeem the Premises or to have a continuance of this Lease after termination of this Lease or of Lessee’s right of occupancy or possession pursuant to any court order or any provision hereof, and (ii) the benefits of any present or future law which exempts property from liability for debt or for distress for rent.
28. INDEMNIFICATION. (a) Lessor shall not in any event whatsoever be liable for any injury or damages to any person happening on or about the Premises, or for any injury or damage to the Premises, or to any property of Lessee or to any property of any other person, firm, association, corporation or other entity on or about the Premises, unless the direct result of Lessor’s gross negligence or willful misconduct. Lessee shall defend, indemnify and hold Lessor, its affiliates, officers, directors, members, partners, shareholders, employees and agents (collectively, “Indemnitees”) harmless from and against any and all losses, liabilities, claims, demands, suits, actions, judgments, fines or payments, environmental or otherwise, for, or in connection with, any default by Lessee under the terms of this Lease (including, without limitation, arising out of any breach by Lessee of any Governmental Regulations or Environmental Laws), any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of any business conducted at or with respect to the Premises or on any of the sidewalks adjoining the same, or arising, directly or indirectly, from any violation of any law, agency ruling or regulation, or from any act or omission of Lessee or any sublessee and their respective licensees, servants, agents, customers, employees, invitees or contractors, and from and against all costs, expenses and liabilities incurred in connection with any such claim or proceeding brought thereon, including, without limitation, (i) any claim against Lessor arising as a result of a failure of Lessee or Guarantor to comply with its obligations under the Conveyance Documents or the PSA Documents (which shall include, but not be limited to, Lessee’s indemnification obligations set forth in Section 7.10 and Article 10 of the PSA), and (ii) any liability, claims, demands, or causes of action whatsoever asserted by any one or more of the dealers and other third-parties who operate the service station businesses at the Premises or by any one or more of the prime lessors under any of the Prime Leases, whether based in contract, tort, statutory right, or equitable principles. Lessee shall be responsible to pay all reasonable attorneys’ fees, costs and disbursements incurred by Lessor as a result of Lessee’s default hereunder and this shall include all costs, including, without limitation, reasonable attorneys’ fees, costs and disbursements incurred by Lessor in collecting such amounts from Lessee and in enforcing the indemnification set forth herein. Lessor shall have no responsibility whatsoever for any damage, vandalism or theft of Lessee’s property. The obligations of Lessee under this Section shall survive the expiration or termination of this Lease.
     (b) In case any action or proceeding is threatened or brought against any Indemnitee by reason of any such claim, (i) such Indemnitee may notify Lessee to resist or defend such action or proceeding, and such Indemnitee will upon receipt of such notice cooperate and assist in the defense of such action or proceeding if reasonably requested to do so by Lessee and (ii) Lessee may, except during the continuance of an Event of Default and provided it acknowledges in writing that the claim is fully indemnifiable by it under this Lease, retain counsel of its choice to defend such action; provided, however, that Indemnitee may employ counsel of its own choice to monitor the defense of any such

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action, the cost of which counsel shall be paid by Lessee, except with respect to any indemnity obligation to ExxonMobil under Section 10.1.1(e) of the PSA as it relates to the PMPA Obligations under Section 4.5 of the PSA, in which event Indemnitee shall not be permitted to engage separate counsel to monitor the defense of such action at Lessee’s expense, but may engage counsel of its choice at its own expense. Notwithstanding the foregoing, Indemnitee shall have the right, but not the obligation, to assume control of the defense and settlement of any claim for which indemnity is required hereunder if (i) the Indemnitee reasonably believes, after consultation with counsel, that the use of counsel chosen by the Lessee to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) Lessee shall not have engaged counsel to have charge of the defense of such action within a reasonable period after the date of notice of the claim for which indemnification is sought is given to Lessee, or (iii) the Indemnitee shall have reasonably concluded that there may be material defenses available to it or them which are different from or additional to those available to the Lessee or otherwise being pursued on behalf of the Indemnitee after Lessor has exercised reasonable commercial efforts to cause Lessee’s counsel to raise a reasonable defense and Lessee’s counsel has not done so. If any event described in clauses (i) through (iii) shall occur, then the Lessee shall not have the right to direct the defense of the indemnifiable action, and the Indemnitee shall be entitled to direct the defense of such action with counsel of its own choice, and the reasonable fees and expenses of the Indemnitee shall be borne by the Lessee, provided that such counsel shall be reasonably acceptable to the Lessee. In addition to the foregoing, If there is an Event of Default or if Lessee fails to acknowledge in writing that a claim for indemnification asserted by an Indemnitee is not fully indemnifiable by it under this Lease, then the Indemnitee will have the right to select counsel, and the fees and expenses of such counsel shall be paid by Lessee.
29. LIMITATION OF LESSOR’S LIABILITY; LESSOR’S RIGHT OF ASSIGNMENT.
     (a) Lessee agrees that the liability of the Lessor under this Lease and all matters pertaining to or arising out of the tenancy and the use and occupancy of the Premises, shall be limited to Lessor’s interest in the Premises, and in no event shall Lessee make any claim against or seek to impose any personal liability upon any individual, corporate officer, general or limited partner of any partnership, member or manager of any limited liability company, or principal of any firm or corporation that may now or hereafter become the Lessor. Notwithstanding anything contained in this Lease, Lessee and its successors and assigns agree that Lessee shall look solely to the estate and property of Lessor in the real property comprising the Premises for the collection of any claims, judgments (or other judicial process) or liabilities requiring the payment of money by Lessor or its successors or grantees in the event of any claim against Lessor arising out of this Lease or any of the terms, covenants and conditions of this Lease to be observed or performed by Lessor, and no other assets of Lessor or Lessor’s successors or Lessor’s parent or affiliates shall be subject to levy, execution or other procedures for the satisfaction of Lessee’s claims. Lessor agrees that the liability of the Lessee under this Lease and all matters pertaining to or arising out of the tenancy and the use and occupancy of the Premises, are personal to Lessee and the Guarantor (to the extent covered by the Guaranty), and other than the Guarantor, in no event shall Lessor make any claim against or seek to impose any personal liability upon any individual, corporate officer, general or limited partner of any partnership, or principal of any firm or corporation, member or manager that may now or hereafter become a part of Lessee.
     (b) Lessor shall have no liability for consequential damages resulting from, nor may Lessee terminate this Lease as a result of, Lessor’s failure to give consent, approval or instruction reserved to Lessor. Lessee’s sole remedies in any such event shall be an action for injunctive relief or, in the alternative, an action to recover actual compensatory damages in the event that Lessor unreasonably withholds its consent or approval in cases where such Lessor is not permitted to withhold its approval in its sole and absolute discretion.

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     (c) Lessor shall be free at all times, without need of consent or approval by Lessee, to assign its interest in this Lease and/or to convey its fee or leasehold interest in the Premises. Lessor shall give notice to Lessee of any such conveyance. Each conveyance by Lessor of Lessor’s interest in this Lease or the Premises prior to the expiration or termination of this Lease shall be subject to this Lease and shall relieve the grantor of any further obligations or liability as Lessor, and Lessee shall look solely to Lessor’s successor in interest for all obligations of Lessor accruing from and after the date of the conveyance.
30. BROKER. Each of Lessor and Lessee warrants and represents to the other that it has dealt with no broker, real estate salesman, or person acting as broker or finder, in connection with this Lease. Each of Lessor and Lessee shall defend, indemnify and hold harmless the other party of and from any and all claims, liabilities and/or damages which are based upon a claim by any broker, person, firm, or corporation for brokerage commission and/or other compensation by reason of having dealt with Lessee. The provisions hereof shall survive the expiration or termination of this Lease.
31. NOTICES; PAYMENTS. (a) All notices, demands, requests, consents, approvals, offers, statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease shall be in writing and shall be deemed to have been given and received for all purposes when delivered in person or by Federal Express or other reliable 24-hour delivery service or five (5) business days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at the address set forth below or when delivery is refused, and such notices shall be addressed as follows:
     
     To Lessor:
  GTY NY Leasing, Inc.
 
  125 Jericho Turnpike, Suite 103
 
  Jericho, New York 11753
 
  Phone No.: (516) 478-5400
 
  Fax No.: (516) 478-5490
 
  Attn: Kevin C. Shea,
 
            Executive Vice President
 
   
     With a copy to:
  GTY NY Leasing, Inc.
 
  125 Jericho Turnpike, Suite 103
 
  Jericho, New York 11753
 
  Phone No.: (516) 478-5400
 
  Fax No.: (516) 478-5490
 
  Attn: Joshua Dicker, Esq.
 
            General Counsel
 
   
     To Lessee:
  CPD NY Energy Corp.
 
  536 Main Street
 
  New Paltz, New York 12561
 
  Phone No.: (845) 256-0162
 
  Fax No.: (845) 255-2305
 
  Attn: Mr. Ahmad Jamal
 
            President
 
   
     With a copy to:
  Bassman, Mitchell & Alfano, Chtd.
 
  1707 L Street, N.W., Suite 560
 
  Washington, DC 20036
 
  Phone No.: (202) 466-6502
 
  Fax No.: (202) 331-7510
 
  Attn: Alphonse M. Alfano, Esq.

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     For the purposes of this subsection, any party may substitute another address stated above (or substituted by a previous notice) for its address by giving fifteen (15) days’ notice of the new address to the other party, in the manner provided above.
     (b) Rent and all other payments due to Lessor under this Lease shall be paid in lawful money of the United States of America, without offset or deduction, to the name and at the address first given above for Lessor or to such other persons or parties or at such other places as Lessor, from time to time, may designate in a written notice to Lessee.
32. NO WAIVER. (a) Lessor’s right to require strict performance shall not be affected by any previous waiver or course of dealings.
     (b) The receipt and acceptance of rent by Lessor with knowledge of a default by Lessee under this Lease shall not be deemed a waiver of such default and Lessor retains all of its rights under this Lease resulting from such default.
     (c) No payment by Lessee or receipt by Lessor of a lesser amount than the monthly rent stipulated herein shall be deemed to be other than on account of the earliest stipulated rent or item of additional rent outstanding, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent or additional rent be deemed an accord and satisfaction and Lessor may accept any such check or payment without prejudice to Lessor’s rights to recover the balance due or to pursue any other remedy.
33. ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS; REPORTS. (a) At any time and from time to time, within ten (10) days after request by Lessor, by written instrument, Lessee shall certify to Lessor, any mortgage, assignee of a mortgagee, any purchaser, or any other person specified by Lessor, to the effect (i) that Lessee is in possession of the Premises; (ii) that this Lease is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified and setting forth such modification); (iii) whether or not there are then existing set-off or defenses against the enforcement of any duty or obligation of Lessee (and if so, specifying the same); (iv) the dates, if any, to which any rent or other charges have been paid in advance; and (v) such other matters as Lessor may reasonably request. At any time and from time to time, within ten (10) days after request by Lessee, by written instrument, Lessor shall certify to Lessee, any mortgage, assignee of a mortgagee, or any other person specified by Lessee, to the effect that to Lessor’s knowledge, (i) Lessee is in possession of the Premises; (ii) this Lease is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified and setting forth such modification); (iii) whether or not there exists a default or an Event of Default by Lessee hereunder, and if so, specifying the nature of such default or Event of Default; and (iv) the dates, if any, to which any rent or other charges have been paid
     (b) Lessee shall keep adequate records and books of account with respect to the finances and business of Lessee generally and with respect to the Premises, in accordance with generally accepted accounting principles consistently applied (“GAAP”) (with the exception that quarterly statements do not need to include footnotes), and shall permit Lessor by its agents, accountants and attorneys, upon reasonable notice to Lessee, to visit and inspect the Premises and examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Lessee, if any, at such reasonable times as may be requested by Lessor. Upon request (either telephonically or in writing), Lessee shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.
     (c) Lessee shall deliver to Lessor within sixty (60) days of the close of each fiscal year, annual audited consolidated financial statements of Lessee, or, if Lessee is a wholly-owned subsidiary of

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a parent company, annual audited consolidated financial statements of such parent company, prepared by independent certified public accountants reasonably acceptable to the Lessor. Lessee shall also furnish to Lessor within thirty (30) days after the end of each of the three remaining quarters unaudited financial statements and all other quarterly reports of Lessee or its parent company, as applicable, certified by such reporting party’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other law. Lessee acknowledges that Lessor is, or its affiliates are, subject to stock exchange requirements and listing rules and regulations promulgated under the Securities Exchange Act of 1934, and interpretations thereof by relevant enforcement authorities, and agrees that if under said rules and regulations or listing requirements, Lessor is required to provide audited or unaudited financial information applicable to Lessee or Guarantor, or otherwise relating to this Lease, which is greater than that contemplated above, or is required sooner than contemplated above, Lessee shall provide such information in the form necessary for Lessor to comply with same, upon notice by Lessor to Lessee, with identification of the applicable rule ,regulation or listing requirement.
     (d) All financial statements delivered to Lessor pursuant to this Section 33 shall be prepared in accordance with GAAP. All annual financial statements shall be accompanied (i) by an opinion of said accounting firm stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president, chief financial officer or vice president of finance or a duly appointed officer of Lessee with knowledge of Lessee’s financial affairs, of the reporting party dated within five (5) days of the delivery of such statement, stating that (A) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Lessee or any Guarantor, as the case may be, has taken or proposes to take with respect thereto, (B) except as otherwise specified in such affidavit, that Lessee has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of such affidavit and (C) Lessee shall promptly deliver to Lessor copies of any additional reporting information provided to Lessee’s lenders.
     (e) Within forty-five (45) days after the end of each calendar quarter, Lessee shall deliver to Lessor the motor fuel volume, rental income and merchandise sales figures for the calendar quarter for each Site comprising the Premises, and, if available, Site level profit and loss statements.
     (f) All reports, statements, budgets and other documents required to be submitted to Seller by CPD Properties or Lessee pursuant to the terms of the PSA which relate to any of the Properties shall be sent to Lessor by Lessee at the same time sent to Seller in the same manner of delivery.
34. BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, heirs, successors and assigns (it being understood that any assignment by Lessee shall be subject to the provisions of Section 20). This Lease may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Lease may be executed by facsimile signature, which signature shall have the same legal effect as an original.
35. NO MODIFICATION. No waiver, modification, change or alteration of the provisions of this Lease, or any of the rights or remedies of either of the parties hereto shall be valid, unless such waiver, modification, change or alteration is in writing, and signed by the party against whom enforcement is sought.
36. GOVERNING LAW. Each of Lessor and Lessee hereby agrees that the State of New York has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the generality of the foregoing, matters of construction, validity and

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performance) this Lease and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the leasehold estate, enforcement of Lessor’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding any of the Sites shall be governed by and construed according to the laws of the state in which such Site is located, it being understood that, to the fullest extent permitted by law of such State, the law of the State of New York shall govern the validity and the enforceability of this Lease, and the obligations arising hereunder. To the fullest extent permitted by law, Lessee hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Lease. Any legal suit, action or proceeding against Lessee arising out of or relating to this Lease may be instituted in any federal or state court sitting in the County of New York, State of New York, and Lessee waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in such County and State, and Lessee hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Notwithstanding the foregoing, nothing herein shall prevent or prohibit Lessor from instituting any suit, action or proceeding in any other proper venue or jurisdiction in which the Premises is located or where service of process can be effectuated.
37. PARTIAL INVALIDITY. In the event any provision of this Lease is declared illegal, invalid, or unenforceable or contrary to law, it shall not affect any other part.
38. ENTIRE LEASE. The parties have set forth in this Lease their entire understanding, there is no other agreement or understanding between the parties, except as expressly set forth herein; provided, however, Lessor and Lessee hereby acknowledge that this Lease is being entered into, in connection with and pursuant to, that certain Asset Purchase Agreement.
39. LESSOR/LESSEE. The parties agree that this Lease shall not be deemed a joint venture but strictly a “landlord/tenant” “Lessor/Lessee” relationship.
40. AUTHORITY. Lessee has fully read this Lease before signing same and is in full agreement with its terms. The person signing this Lease on behalf of Lessee certifies that he/she is authorized by Lessee to execute this Lease on behalf of Lessee and to bind Lessee to its terms.
41. NO RECORDING. Lessee shall not record this Lease. If any transfer tax or other tax or fee of any kind or nature is imposed on or in connection with this Lease or any document or instrument executed in connection with this Lease, such tax or fee shall be borne solely by Lessee. Upon the request of either party, the parties shall execute and deliver a memorandum of Lease, in a commercially reasonable recordable form acceptable to Lessor, with respect to the terms and conditions of this Lease, at the cost and expense of the party requesting the memorandum, including, without limitation, any recording charges due and payable in connection therewith. If the parties execute and deliver a memorandum of Lease, and as an express condition precedent to such execution and delivery, the parties shall also execute and deliver a termination of the memorandum of Lease, in recordable form, and otherwise in form and substance acceptable to Lessor and its counsel, which has the effect, upon recordation, of terminating such memorandum of Lease. Lessor is hereby authorized to record such termination of memorandum of Lease, without prior notice to Lessee, any Lessee lender or any other party, upon the expiration or sooner termination of this Lease in accordance with its terms. Lessee’s recordation of a memorandum of Lease without providing such termination instrument in accordance with the foregoing shall be deemed a material default by Lessee of this Lease.
42. OFAC CERTIFICATION. Each of Lessor and Lessee hereby certifies that: (i) it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, Specially Designated National and Blocked

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Person, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and (ii) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation. Each of Lessor and Lessee hereby agrees to defend, indemnify, and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorneys’ fees and costs) arising from or related to any breach of the foregoing certification.
43. [***]
44. PROPERTY SUBSTITUTION.
     (a) From and after that date which is the [***] anniversary of the Commencement Date, in the event Lessee determines that one or more of the Sites is not economically feasible, Lessee shall be permitted to request that such Site(s) be severed from the Premises demised pursuant to the terms of this Lease and another property or properties be substituted in its or their place. Lessee hereby acknowledges and agrees that it may only request that one Site per year be substituted and that an aggregate of not more than ten (10) Sites be substituted over the Term of this Lease, as the Term may be extended by one or more of the Renewal Terms. In order to request any such substitution, Lessee shall submit an irrevocable written request to Lessor, which request shall be accompanied with sufficient reasonable financial information demonstrating that the Site in question is not economically feasible, which information shall include, with respect to such Site, current audited financial statements prepared by an independent certified public accounting firm, monthly profit and loss amounts for the twenty-four (24) month period prior to the date of the request and such other financial and business information as shall be requested by Lessor. In addition, Lessee shall identify a proposed property to be substituted for the Site sought to be severed from this Lease. Lessee shall provide Lessor with financial information regarding the proposed property, a current appraisal, together with such additional information as Lessor shall reasonably request in order for it to be provided with a full and complete understanding of the financial condition of the operations, physical condition and environmental condition of such proposed substitute property.
     (b) Upon receipt of Lessee’s request as set forth in subsection 44(a) above, Lessor may elect one of the following options: (i) to sever the Site that is not economically feasible from the Premises demised pursuant to this Lease and accept the proposed substituted property in its place without any adjustment in the Fixed Annual Rent, or (ii) to sever the Site that is not economically feasible from the Premises demised pursuant to this Lease and not accept the proposed substitute property in its place and to reduce the Fixed Annual Rent by the Adjustment Amount as set forth on Schedule “A” attached hereto (which Adjustment Amounts shall be increased by the cumulative percentage increase in the Fixed Annual Rent pursuant to Section 3(b) since the Commencement Date), or (iii) request that Lessee purchase such Site from Lessor at the greater of (A) the then fair market value of the Site, taking into consideration all relevant factors, including, without limitation, any deed restrictions or other title encumbrances, and determined as if the Site is unencumbered, and free and clear of the existence of this Lease, or (B) the Acquisition Cost (defined in Section 50(b) below) applicable to such Site. If Lessor elects to sever the Site as provided herein, then Lessor and Lessee shall promptly enter into an amendment of this Lease in order to document such agreement, at the sole cost and expense of Lessee. Lessor agrees to use commercially reasonable efforts to obtain the release of any such Sites from any mortgage encumbering such Sites as may be required by Lessor’s lender and consent from Lessor’s lender for such substitution.
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

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     (c) In order to determine the fair market value of each Site to be purchased by Lessee for purposes of clause (iii) of Section 44(b) above, the following shall apply:
          (i) Not later than thirty (30) days after Lessor notifies Lessee that Lessor has elected to determine the fair market value of one or more Sites to be purchased by Lessee, Lessor and Lessee shall each provide the other with the name of an independent real estate appraiser (“Lessor’s Consultant” and “Lessee’s Consultant”, as the case may be), to act as Lessor’s representative and Lessee’s representative in order to determine the fair market value of each such Site. Not later than thirty (30) days after the designation of the Lessor’s Consultant and the Lessee’s Consultant (each such consultant shall comply with the requirements of subsection (iii) below), each such consultant shall determine the fair market value of each such Site and shall circulate such determinations to the other party. If the fair market value determinations of the two consultants for any such Site differ by more than ten percent (10%), then Lessee’s Consultant and Lessor’s Consultant shall meet (in person or by telephone) to mutually agree upon the determination of the fair market value of such Site.
          (ii) If Lessor’s Consultant and Lessee’s Consultant shall be unable to reach such determination for one or more of such Sites within thirty (30) days, both of the Consultants shall each designate their final fair market values for each such Site, if they have changed from the initial determination, and shall jointly select a third independent real estate appraiser (“Third Consultant”) whose fee shall be borne by Lessee. In the event that Lessor’s Consultant and Lessee’s Consultant shall be unable to jointly agree on the designation of the Third Consultant within five (5) days after they are requested to do so by either party, then the parties agree to allow the American Arbitration Association or any successor organization to designate the Third Consultant in accordance with the rules, regulations and/or procedures of the American Arbitration Association or any successor organization then in effect.
          (iii) The Third Consultant shall conduct such hearings and investigations as the Third Consultant may deem appropriate and shall, within thirty (30) days after the date of designation of the Third Consultant, prepare an independent determination of the value of each Site being purchased (where the value has not been determined as provided in subsection (i) above). The final, fair market valuation of each such Site shall be the average of the two valuations of the Lessor’s Consultant, the Lessee’s Consultant and the Third Consultant which are closest. Once determined, the fair market value determination shall be conclusive and binding upon Lessor and Lessee. Lessee shall pay all counsel fees and expenses, if any, in connection with any arbitration under this subsection, including the expenses and fees of any Consultant selected by it in accordance with the provisions hereof. The Lessor’s Consultant, the Lessee’s Consultant, the Third Consultant and any other consultant appointed pursuant to this subsection shall be an independent real estate appraiser with at least ten years’ experience in leasing and valuation of properties which are similar in character to the Premises, and an MAI member of the Appraisers Institute, and shall not have any personal or business relationship with either Lessor or Lessee which might be, or have the appearance of, a conflict of interest (herein, a “Qualified Appraiser”). The Consultants shall not have the power to add to, modify or change any of the provisions of this Lease.
45. CONFIDENTIALITY. Each of Lessor and Lessee shall maintain as confidential (i) any and all information, data and documents obtained about the other party (“Information”) prior to and following the execution of this Lease (including without limitation, any financial or operating information of, or related to, the Lessor), and (ii) the terms and conditions of this Lease (as originally circulated or as negotiated) and all other documents related to the execution of this Lease. Neither party shall disclose any such Information to any third party except as required by any applicable law, court order, subpoena or legal or regulatory requirement. Notwithstanding the foregoing, Lessee hereby expressly acknowledges and agrees that Lessor shall be permitted to disclose any and all information required by applicable law, including, without limitation, publication of Lessee or Guarantor financial information and/or other data pursuant to the requirements of the securities exchange commission and NYSE rules and regulations. Notwithstanding the foregoing, Lessee shall be permitted to disclose information related to this Lease

40


 

described in item (ii) above: (x) in accordance with Lessee’s general public disclosure policy; provided Lessee has obtained Lessor’s prior consent to the contents of any such disclosure, and (y) to Lessee’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors (“Interested Persons”) in accordance with usual and customary business practices; provided such individuals or entities agree, at the time of such disclosure by Lessee, to be bound by the terms and conditions of this Section 45. N either Lessor nor Lessee shall make copies of any Information except for use exclusively by Lessor or Lessee, or such party’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors as needed in accordance with usual and customary business practices. All copies of such Information will be returned to the party that provided such Information or destroyed after the use of such Information is no longer needed, except to the extent such destruction is prohibited by law, rule or regulation, or, with respect to Lessor, required to be retained pursuant to Lessor’s document retention policies. Lessee hereby consents to the disclosure by Lessor of the existence, and the terms and conditions, of this Lease, in accordance with Lessor’s general disclosure policy; including, without limitation, disclosures to Lessor’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors. Lessee further consents to the disclosure by Lessor for general marketing purposes of the existence of this Lease, the purchase price of the Premises, Lessee’s use of the proceeds of the sale of the Premises and the nature and location of the Property, and to the use by Lessor of Lessee’s name, trade name or logo and the use of the name, trade name or logo of any sponsor or any other entity having an ownership or management interest in Lessee for the limited purpose of a press release or other announcement of this transaction. This provision shall survive beyond the termination of this Lease. Lessee shall not record this Lease or any memorandum thereof in the land records of any county or jurisdiction or with any governmental authority, without the prior written consent and approval of the Lessor.
46. TAX TREATMENT; REPORTING. Lessor and Lessee each acknowledges that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes. For federal income tax purposes each party shall report this Lease as a true lease with Lessor as the owner of the Premises and Lessee as the lessee of such Premises including: (i) treating Lessor as the owner of the improvements and equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the improvements and equipment (excluding UST Systems, which belong to Lessee as hereinabove described in this Lease, (ii) Lessee reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Lessor reporting the Rent payments as rental income. Notwithstanding the foregoing, nothing contained herein shall (a) require Lessor or Lessee to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Lessor or Lessee as to the actual treatment of this transaction for state or federal tax purposes or for purposes of accounting or financial reporting, including but not limited to the determination as to whether this Lease shall qualify for sale-leaseback accounting treatment or whether this Lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.
47. CORRECTIONS. Lessor and Lessee shall execute, deliver, record and furnish such documents as may be necessary to correct any errors of a typographical nature or inconsistencies which may be contained in this Lease.
48. PRIME LEASES. As provided above, this Lease (as it pertains to the Leased Sites) is and shall be subject and subordinate to the terms of the Prime Leases. Lessee agrees to assume the same responsibilities and duties and to enjoy the same rights and privileges that Lessor has as “tenant” from and to the landlords with respect to the Leased Sites; provided, however, in no event shall Lessor be deemed to have assumed any of the responsibilities of the landlords under the Prime Leases, including, without limitation, any repair or maintenance obligations, any obligation to provide services or any obligation to restore the any Leased Site following any damage, destruction or condemnation, nor shall Lessor be responsible for the compliance by any such landlord with the provisions of the Prime Leases.

41


 

The foregoing notwithstanding, upon written request by Lessee, Lessor agrees to use reasonable efforts to enforce its rights under the Prime Leases, provided that Lessor shall have no obligation to advance any of its own funds in connection therewith and Lessee shall reimburse Lessor within ten (10) days following written demand for all out-of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Lessor in attempting to enforce the Prime Leases. Lessee shall take no action or permit anything to be done which would constitute a default under, or cause a termination of, any Prime Lease, and Lessee shall indemnify, defend and hold Lessor harmless from and against any loss, cost, damage or expense (including, without limitation, court costs and reasonable attorneys’ fees) incurred as a result of a breach by Lessee of the foregoing covenant. Whenever Lessee desires to take any action that would require the consent of any landlord under a Prime Lease, Lessee shall not take such action unless the consent of both the landlord and Lessor to such action is obtained. If Lessee sends or receives any notice to or from any landlord under a Prime Lease, Lessee shall immediately send a copy of such notice to Lessor. Because some of the Prime Leases will expire prior to the end of the Term of this Lease, upon such expiration, the Leased Sites subject to such Prime Leases shall automatically be removed from, and shall no longer constitute a part of, the Premises leased by Lessor to Lessee hereunder; provided, however, that this Lease shall otherwise not be affected by any such removal, and no such removal shall affect any of the rights and obligations of Lessor and Lessee hereunder that have accrued prior to such removal date. Lessor shall timely exercise any and all renewal or extension options set forth in the Prime Leases to the extent necessary to continue this Lease in effect with respect to the applicable Sites leased by Lessor to Lessee hereunder in accordance with the provisions of this Lease. If any security deposit, whether in the form of cash or a letter of credit, is required to be delivered or provided, or has been delivered or provided, pursuant to the terms of any Prime Lease, Lessee shall, at is sole cost and expense, be solely responsible for the same. If any such security deposit has been delivered or provided before the date hereof, Lessee shall take such action as may be required to replace such security deposit with its own funds or, in the case of a letter of credit, with its own letter of credit. At the end of the term of any Prime Lease, so long as no Event of Default hereunder exists, Lessor shall promptly remit to Lessee any security deposit received by Lessor pursuant to such Prime Lease. Lessee shall look solely to the lessors under the Prime Leases for the return of such security deposits, and Lessor shall have no liability or responsibility to Lessee if for any reason any such security deposit is not returned by any such lessor; provided, however, if any such lessor fails to return any such security deposit when due, then Lessor shall, at no cost to Lessor, request the prompt return of such security deposit. If the Applicable Prime Leases (defined in Section 49(b) below) have been assigned by Lessor to Lessee pursuant to Section 49, and if the Prime Lease Condition described in Section 49(c)(vi) has been satisfied, then, from and after the date the Applicable Prime Leases have been assigned by Lessor to Lessee, Lessee shall have no further obligation or liability to Lessor hereunder with respect to the Applicable Prime Leases.
49. LESSEE’S FINANCING.
     (a) As of the date hereof, Lessor has made a loan to Lessee in the original, principal amount of [***] (the “Loan”). The Loan is evidenced by a Promissory Note, dated as of the date hereof, executed by Lessee in favor of Lessor in the original principal amount of [***] (as the same may be amended, modified or supplemented from time to time, the “Note”) and a Loan Agreement, dated as of the date hereof, by and between Lessor and Lessee (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”). The Loan is secured by a Mortgage and Security Agreement, dated as of the date hereof, by and between Lessor and Lessee (as the same may be amended, modified or supplemented from time to time, the “Mortgage”) and a Continuing Guaranty, executed by the guarantors listed therein (“Guarantor”) in favor of Lessor (as the same may be amended, modified or supplemented from time to time, the “Guaranty”). The Note, the Loan Agreement, the Mortgage, the Guaranty and any
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

42


 

other document executed or delivered by Lessee or Guarantor in connection with the Loan are hereinafter collectively referred to herein as the “Loan Documents”.
     (b) Lessor and Lessee agree that at such time as the Loan has been repaid in full by Lessee in accordance with the terms of the Loan Documents, Lessor shall assign to Lessee all of Lessor’s right, title and interest in and to those Prime Leases listed on Exhibit “D” (the “Applicable Prime Leases”) in accordance with the provisions of this Section 49, but only if the Prime Lease Conditions (as defined in subsection (c) below) have been satisfied in accordance with this Section 49 on or prior to the Satisfaction Date (as defined in subsection (d) below).
     (c) Lessor’s obligation to assign the Applicable Prime Leases to Lessee on the Satisfaction Date is subject to the following conditions precedent (the “Prime Lease Conditions”):
          (i) All amounts owing under the Loan (including, but not limited to, all principal, accrued interest and other costs and expenses owing to Lessor thereunder) have been paid in full to Lessor, all other Obligations (as defined in the Loan Documents) shall have been satisfied in full and no Obligations remain outstanding;
          (ii) No Event of Default, or event which, with the giving of notice or the lapse of time, or both, could become an Event of Default, shall exist under this Lease;
          (iii) No Event of Default (as defined in the Loan Documents), or event which, with the giving of notice or the lapse of time, or both, could become an Event of Default (as defined in the Loan Documents), shall exist under the Loan Documents;
          (iv) Lessee has, at its sole cost and expense, obtained all consents and approvals required in order for Lessor to assign its right, title and interest in and to the Applicable Prime Leases to Lessee (including, but not limited to, any consent or approval from any lessor under an Applicable Prime Lease required pursuant to the terms of such Applicable Prime Lease);
          (v) Lessor shall have been fully released from any and all responsibilities, obligations and liabilities under each Applicable Prime Lease arising or accruing from and after the Satisfaction Date; and
          (vi) Lessee shall be responsible for and shall pay, and shall indemnify and hold Lessor and all other Indemnitees harmless from and against: (A) all liabilities, costs and expenses incurred by Lessor or any other Indemnitee in connection with the assignment of the Applicable Leases to Lessee or otherwise arising in connection with this Section 49 (including, but not limited to, Lessor’s reasonable attorneys’ fees); and (b) all other liabilities, costs, fees and expenses payable in connection with the assignment of the Applicable Prime Leases to Lessee or otherwise arising in connection with this Section 49 (including, but not limited to, costs, fees and expenses payable to any lessor under an Applicable Prime Lease, as well as any state or local recordation or transfer taxes or recording charges payable to any governmental entity, in connection with the assignment of the Applicable Prime Leases to Lessee).
     (d) If the Prime Lease Conditions have been satisfied to Lessor’s satisfaction on or prior to the date upon which the Loan has been paid in full (the “Satisfaction Date”), then on the Satisfaction Date, Lessor shall assign to Lessee, and Lessee shall assume, all of Lessor’s right, title and interest in and to the Applicable Prime Leases, AS IS, WHERE IS and without any representation or warranty of any kind. Such assignment and assumption shall be made pursuant to an Assignment and Assumption Agreement in form and substance acceptable to Lessor, with consent of each of the lessors under the Applicable Prime Leases. In consideration for such assignment, Lessee shall pay Lessor an amount equal to One Hundred Dollars ($100) on the Satisfaction Date. The parties acknowledge and agree that Lessee

43


 

is not being given an option under this Section 49 and Lessee must accept an assignment of the Applicable Prime Leases from Lessor upon the Satisfaction Date in accordance with this Section 49.
     (e) The rights set forth in this Section 49 are personal to CPD NY Energy Corp. and may not be assigned or otherwise transferred to any other person or entity. Upon the occurrence of any Event of Default under this Lease, or if Lessee fails to assume the Applicable Prime Leases on the Satisfaction Date in accordance with the provisions of this Section 49, or if the Prime Lease Conditions have not been satisfied in accordance with the provisions of this Section 49 on or prior to the Satisfaction Date, then in each such instance the terms and provisions of this Section 49 (and Lessee’s right to acquire the Applicable Prime Leases pursuant to this Section 49) shall automatically terminate and become null and void and shall be of no further force or effect.
     (f) For purposes of clarity, the parties acknowledge and agree that (i) not all of the Prime Leases are listed on Exhibit D; and (ii) if a Prime Lease is not listed on Exhibit D, then Lessor shall have no obligation to assign such Prime Lease to Lessee pursuant to this Section 49.
50. OPTION TO PURCHASE. [***]
     (f) Time shall be of the essence as to all notice periods in this Section 50.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

44


 

     IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be duly executed under seal as of the day and year first above written.
                 
ATTEST:       LESSOR:
GTY NY LEASING, INC.,
a Delaware corporation
 
               
By:
  /s/ Christine Fitter       By:   /s/ Kevin Shea
 
               
Title:
  Asst. Secretary       Title:   Exec. Vice President
 
               
ATTEST:       LESSEE:
CPD NY ENERGY CORP.,
a New York corporation
 
               
By:
          By:   /s/ Saleh ElJamal
 
               
Title:
  Notary       Title:   Treasurer
            LESSEE’S FEDERAL ID NUMBER
 
              27-3096706
[Corporate Seal]

S-1


 

SCHEDULE “A-1”
Premises — Fee Owned Sites
SCHEDULE “A-1”
Fee Owned Sites
                             
                    Fee/        
                    Lease/   Acquisition   Adjustment
Site #   Address   Town   ST   DOSS   Cost   Amount
10700
  434 Gramatan Avenue   Mount Vernon   NY   Fee   [***]   [***]
10715
  2072 E Main St   Cortlandt Manor   NY   Fee   [***]   [***]
11128
  189 Route 59   Spring Valley   NY   Fee   [***]   [***]
11307
  240 E Hartsdale Ave   Hartsdale   NY   Fee   [***]   [***]
11331
  808 Palmer Ave   Mamaroneck   NY   Fee   [***]   [***]
11369
  69 Theodore Frend Ave   Rye   NY   Fee   [***]   [***]
11410
  55 Washington SI   Poughkeepsie   NY   Fee   [***]   [***]
11413
  1110 Violet Ave   Hyde Park   NY   Fee   [***]   [***]
11510
  504 New Rochelle Rd   Bronxville   NY   Fee   [***]   [***]
11570
  2646 South Rd   Poughkeepsie   NY   Fee   [***]   [***]
11617
  174 Westchester Ave   White Plains   NY   Fee   [***]   [***]
11640
  75 Brookside Ave   Chester   NY   Fee   [***]   [***]
11823
  3 Colonial Ave   Warwick   NY   Fee   [***]   [***]
11827
  215 N Broadway   Tarrytown   NY   Fee   [***]   [***]
11882
  1061 Freedom Plains Rd   Poughkeepsie   NY   Fee   [***]   [***]
11890
  279 Bloomingburg Rd   Middletown   NY   Fee   [***]   [***]
12017
  80 Bedford Rd   Katonah   NY   Fee/Lease   [***]   [***]
12048
  290 Route 211 E   Middletown   NY   Fee   [***]   [***]
12129
  409 Main St   New Paltz   NY   Fee   [***]   [***]
12140
  1563 Route 82   Hopewell Junction   NY   Fee   [***]   [***]
12225
  1001 Route 94   New Windsor   NY   Fee   [***]   [***]
12393
  280 N Saw Mill River Rd   Elmsford   NY   Fee   [***]   [***]
12412
  116 N Route 303   West Nyack   NY   Fee   [***]   [***]
12491
  310 Broadway   Newburgh   NY   Fee   [***]   [***]
12548
  30 Lincoln Ave   Pelham   NY   Fee   [***]   [***]
12557
  144 King St   Port Chester   NY   Fee   [***]   [***]
12614
  428 South Rd   Poughkeepsie   NY   Fee   [***]   [***]
12645
  2063 New Hackensack Rd   Poughkeepsie   NY   Fee   [***]   [***]
12790
  246 Route 17K   Newburgh   NY   Fee   [***]   [***]
12803
  298 Titusville Rd   Poughkeepsie   NY   Fee   [***]   [***]
12843
  657 North Ave   New Rochelle   NY   Fee   [***]   [***]
12913
  109 W Ramapo Rd   Garnerville   NY   Fee   [***]   [***]
12950
  430 Broadway   Dobbs Ferry   NY   Fee   [***]   [***]
12972
  3205 Crompond Rd   Yorktown Heights   NY   Fee   [***]   [***]
13003
  154 Broadway   Hawthorne   NY   Fee   [***]   [***]
13149
  5 Schuyler Blvd   Fishkill   NY   Fee   [***]   [***]
13155
  826 White Plains Rd   Scarsdale   NY   Fee   [***]   [***]
13163
  208 Saw Mill River Rd   Millwood   NY   Fee   [***]   [***]
13174
  142 Tuckahoe Rd   Yonkers   NY   Fee   [***]   [***]
13367
  680 Main St   Mount Kisco   NY   Fee   [***]   [***]
13648
  8 Marbledale Rd   Tuckahoe   NY   Fee   [***]   [***]
13849
  4100 Rt 9A 8, Welcher Ave   Peekskill   NY   Fee   [***]   [***]
16278
  1468 Rt 9   Wappingers Falls   NY   Fee   [***]   [***]
10441
  407 While Plains Road   Eastchester   NY   Fee/Lease   [***]   [***]
11609
  275 Route 59 E   Nanuet   NY   Fee/Lease   [***]   [***]
 
      Total Fees     45         [***]   [***]
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

 


 

SCHEDULE “A-2”
Premises — Leased Sites
SCHEDULE “A-2”
Fee Owned Sites
                     
                    Fee/
                    Lease
Site #   Address   Town   ST   DOSS
10241
  3081 Route 22   Patterson   NY   Lease
10345
  1237 Mamaroneck Ave   White Plains   NY   Lease
10684
  838 Kimball Ave   Yonkers   NY   Lease
10714
  101-S Ridge Street   Port Chester   NY   Lease
10885
  1423 Route 300   Newburgh   NY   Lease
11540
  Rt 35 & Boston Rd   South Salem   NY   Lease
11603
  1176 Nepperhan Ave   Yonkers   NY   Lease
11613
  2035 Saw Mill River Rd   Yorktown Heights   NY   Lease
11741
  425 Boston Post Rd   Port Chester   NY   Lease
11796
  1050 Rt9   Wappingers Falls   NY   Lease
12017
  80 Bedford Rd   Katonah   NY   Fee/Lease
13079
  Routes 6 & 22 — Argonne   Brewster   NY   Lease
13088
  399 Greenwich Ave   Goshen   NY   Lease
17888
  19 Marble Ave   Thornwood   NY   Lease
16126
  Hutchinson River Pkwy   White Plains   NY   Lease-T
10441
  407 White Plains Road   Eastchester   NY   Fee/Lease
11609
  275 Route 59 E   Nanuet   NY   Fee/Lease
 
      Total Leases     17      

 


 

SCHEDULE “B”
Fixed Annual Rent
[***]
 
 
 
[***]  
Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

 


 

SCHEDULE “C”
(Equipment)
All of the equipment listed on the attached schedules, together with all Above Ground Components, coolers, cash registers, safes, video surveillance systems, food preparation equipment, gondolas, soda fountains, coffee equipment, refrigerators and freezers located on the Premises on the Commencement Date, to the extent same was not owned by Dealers on the day immediately prior to the Commencement Date, and even though the same may not be listed with specificity on the attached schedules.

 


 

Schedule C
Personal Property
Site No. 58620
Route 6 & Route 22
Brewster, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Exxon Mobil Site No. 13079
Route 6 & Route 22
Brewster, NY

 


 

Equipment Schedule
     
 
  58620 
Property #
  13079 
Getty Property #
   
Street Address
  978 Route 22 (R+6+R+22)
City
  Brewster
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     10 — Door Walk-in
Freezers
    1     2 — Door Walk-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
    2     2 — Backet BUNN
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Coffee Counter
    1      
Cappuccino Machine
    1     3 Plug
[Please provide inventory for each Site]
Exxon Mobil Site No. 13079
Route 6 & Route 22
Brewster, NY

 


 

Asset Verification
Site No. 13079
Route 6 & Route 22
Brewster, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    3     X
 
           
POS
    1     X
   Circle as appropriate
           
Passport    G-Site    Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts                      Above Ground                      In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13079
Route 6 & Route 22
Brewster, NY

 


 

Schedule C
Personal Property
Site No. 58621
504 New Rochelle Rd
Bronxville, NY

Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Equipment Schedule
     
 
  58621 
Property #
  11510 
Getty Property #
   
Street Address
  504 New Rochelle Rd
City
  Bronxville
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
           
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
[Please provide inventory for each Site]
2 Bay
ExxonMobil Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Asset Verification
Site No. 11510
504 New Rochelle Road
Bronxville, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
  1   X
Tanks 10,000 Gallon
  1   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
   Circle as appropriate
       
Passport    G-Site    Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts                         Above Ground    2 In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  1   X
Waste Oil Tank
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Schedule C
Personal Property
Site No. 58622
2072 East Main Street
Cortland Manor, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Equipment Schedule
     
Property #
  10715 
Getty Property #
   
Street Address
  2072 East Main St
City
  Cortland Manor
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
  1   Includes console & EPOS
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   8 — Door Walk-in
Freezers
       
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
  2   Gondolas
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Coffee Counter
  1    
Transaction Counter
  1    
[Please provide inventory for each Site]
ExxonMobil Site No. 10715
2072 East Main Street
Cortland Manor, NY

 


 

Asset Verification
Site No. 10715
2072 East Main Street
Cortland Manor, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
       
Tanks 10,000 Gallon
  3   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
   Circle as appropriate
       
Passport    G-Site    Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts                      Above Ground                      In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site. No. 10715
2072 East Main Street
Cortland Manor, NY

 


 

Schedule C
Personal Property
Site No. 58623
430 Broadway
Dobbs Ferry, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    3  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site. No. 10715
2072 East Main Street
Cortland Manor, NY

 


 

Equipment Schedule
     
Property #
  12950 
Getty Property #
   
Street Address
  430 Broadway
City
  Dobbs Ferry
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
  1    
Cash Registers & Printer
  1   Dresser Wayne
Scanners
  1    
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
  1   In Ground
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root LS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Transaction Counter
  1    
Lifts
  3   Frame Contact
Compressor
       
[Please provide inventory for each Site]
ExxonMobil Site No. 12950
430 Broadway
Dobbs Ferry, NY

 


 

Asset Verification
Site No. 12950
430 Broadway
Dobbs Ferry, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
       
Tanks 10,000 Gallon
  3   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  3   X
Dispensers (include Diesel)
       
 
       
POS
  1   X
   Circle as appropriate
       
Passport    G-Site    Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts 3 Above Ground                      In Ground
  3   X
Convenience Store Coolers
  1    
Fuel Oil Tank 1000
  1   X
Waste Oil Tank 275
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12950
430 Broadway
Dobbs Ferry, NY

 


 

Schedule C
Personal Property
Site No. 58624
407 White Plains Road
Eastchester, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Lifts Above Ground
    1  
Lifts In Ground
    2  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12950
430 Broadway
Dobbs Ferry, NY

 


 

Equipment Schedule
     
Property #
  10441 
Getty Property #
   
Street Address
  407 White Plains Rd
City
  Eastchester
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
  2                       
Cash Registers & Printer
       
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
  1   Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 10441
407 White Plains Road
Eastchester, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1      
 
           
Fueling System
           
Tank 4,000 Gallon
    1     X
Tanks 6,000 Gallon
    3     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts 1 Above Ground 2 In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    1     X
Waste Oil Tank
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10441
407 White Plains Road
Eastchester, NY

 


 

Schedule C
Personal Property
Site No. 58625
280 North Saw Mill River Road
Elmsford, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 10441
407 White Plains Road
Eastchester, NY

 


 

Equipment Schedule
     
Property #
  12393 
Getty Property #
   
Street Address
  280 North Saw Mill River Rd
City
  Elmsford
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     9-Door Walk-in _______
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Coffee Counters
    2      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12393
280 North Saw Mill River Road
Elmsford, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tanks 8,000 Gallon
    1     X
Tank 10,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
   Circle as appropriate
           
Passport    G-Site    Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts                      Above Ground                      In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12393
280 North Saw Mill River Road
Elmsford, NY

 


 

Schedule C
Personal Property
Site No. 58626
109 West Ramapo Road
Garnerville, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12393
280 North Saw Mill River Road
Elmsford, NY

 


 

Equipment Schedule
     
Property #
  12913 
Getty Property #
   
Street Address
  109 West Ramapo Road
City
  Garnerville
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes consoles & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     10-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
    1     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Coffee Counter
    2      
Hot Dog Island
    1      
3-Bay Counter Sink
    1      
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12913
109 West Ramapo Road
Garnerville, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
   Circle as appropriate
           
Passport    G-Site    Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts                      Above Ground                      In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present? No
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
For Purchaser
  Date
Site No. 12913
109 West Ramapo Road
Garnerville, NY

 


 

Schedule C
Personal Property
Site No. 58627
399 Greenwich Avenue
Goshen, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12913
109 West Ramapo Road
Garnerville, NY

 


 

Equipment Schedule
     
Property #
  13088 
Getty Property #
   
Street Address
  399 Greenwich Ave
City
  Goshen
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     5-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
    3     Gondolas
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Coffee Counter
    1      
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13088
399 Grenwich Avenue
Goshen, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    4     X
Tank 12,000 Gallon
           
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    7     X
 
           
POS
    1     X
   Circle as appropriate
           
Passport    G-Site    Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts                      Above Ground                      In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13088
399 Greenwich Avenue
Goshen, NY

 


 

Schedule C
Personal Property
Site No. 58628
240 East Hartsdale Avenue
Hartsdale, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Lifts Above Ground
    4  
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13088
399 Greenwich Avenue
Goshen, NY

 


 

Equipment Schedule
     
Property #
  11307 
Getty Property #
   
Street Address
  240 East Hartsdale Avenue
City
  Hartsdale
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Gilbanco Passport
Cash Registers & Printer
    1      
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11307
240 East Hartsdale Avenue
Hartsdale, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tanks 10,000 Gallon
    1     X
Tank 12,000 Gallon (2-6000)
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1     X
•    Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts    4 Above Ground    1 In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank 550 Gallon
    2     X
Waste Oil Tank 1000
    1      
Motor Oil Tank 280 Gallon
    1     X
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11307
240 East Hartsdale Avenue
Hartsdale , NY

 


 

Schedule C
Personal Property
Site No. 58629
154 Broadway
Hawthrone, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System
    1  
Lifts Above Ground
    1  
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11307
240 East Hartsdale Avenue
Hartsdale , NY

 


 

Equipment Schedule
     
Property #
  13003 
Getty Property #
   
Street Address
  154 Broadway
City
  Hawthorne
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     7-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Lifts
    2     Hydraulic
Lifts
    1     Electric
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13003
154 Broadway
Hawthorne, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 8,000 Gallon
  2   X
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts 1 Above Ground 2 In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank
  0    
Waste Oil Tank
  1    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13003
154 Broadway
Hawthrone , NY

 


 

Schedule C
Personal Property
Site No. 58630
349 Nys Route 82
Hopewell Junction, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13003
154 Broadway
Hawthrone , NY

 


 

Equipment Schedule
     
 
  58630 
Property #
  12140 
Getty Property #
   
Street Address
  349 Nys Route 82 
City
  Hopewell Junction
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
  2   Includes console & EPOS
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   12-Door Walk-in
Freezers
  1   3-Door Walk-in
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Transaction Counter
  1    
Coffee Island
  1    
Coffee Counter
  1    
Utility Box
  1   Brown
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12140
349 Nys Route 82
Hopewell Junction, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
       
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts___ Above Ground ____ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12140
Nys Route 82
Hopewell Junction, NY

 


 

Schedule C
Personal Property
Site No. 58631
1110 Violet Avenue
Hyde Park, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12140
Nys Route 82
Hopewell Junction, NY

 


 

Equipment Schedule
     
Property #
  11413 
Getty Property #
   
Street Address
  1110 Violet Ave 
City
  Hyde Park
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11413
1110 Violet Avenue
Hyde Park, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts___ Above Ground____ In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11413
1110 Violet Avenue
Hyde Park, NY

 


 

Schedule C
Personal Property
Site No. 58632
80 Bedford Road
Katonah, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    1  
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11413
1110 Violet Avenue
Hyde Park, NY

 


 

Equipment Schedule
     
Property #
  12017 
Getty Property #
   
Street Address
  80 Bedford Road 
City
  Katonah
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Console & EPOS included
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Lift — In Ground
    1     In Ground
Lift — _______
    1     Mohawk
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12017
80 Bedford Road
Katonah, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1      
Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     1 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank
    1     X
Waste Oil Tank
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12017
80 Bedford Road
Katonah, NY

 


 

Schedule C
Personal Property
Site No. 58633
808 Palmer Avenue
Mamaroneck, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    2  
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12017
80 Bedford Road
Katonah, NY

 


 

Equipment Schedule
     
Property #
  11331 
Getty Property #
   
Street Address
  808 Palmer Avenue 
City
  Mamaroneck
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
           
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
3 Bays

 


 

Asset Verification
Site No. 11331
808 Palmer Avenue
Mamaroneck, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    3     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    2     X
Dispensers (include Diesel)
           
 
           
POS
    1     X
Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     2 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11331
808 Palmer Avenue
Mamaroneck, NY

 


 

Schedule C
Personal Property
Site No. 58634
279 Bloomingburg Road
Middletown, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
POS System (Passport)
  1
Convenience Store Cooler
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11331
808 Palmer Avenue
Mamaroneck, NY

 


 

Equipment Schedule
     
Property #
  11890 
Getty Property #
   
Street Address
  279 Bloomingburg Rd 
City
  Middletown
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes consoles & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     5-Door Walk-in
Freezers
           
Safes
    2     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11890
279 Bloomingburg Road
Middletown, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    4     X
Tank 12,000 Gallon
           
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    6     X
 
           
POS
    1     X
Circle as appropriate
           
Passport     G-Site      Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts___ Above Ground____ In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?      Karachi
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11890
279 Bloomingburg road
Middletown, NY

 


 

Schedule C
Personal Property
Site No. 58635
Saw Mill River Road
Millwood, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11890
279 Bloomingburg road
Middletown, NY

 


 

Equipment Schedule
       
Property #
  13163
Getty Property #
   
Street Address
  208 Saw Mill River Rd
City
  Millwood
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
Lift
    1     Electric
Lift
    1     Hydraulic inspection
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13163
208 Saw Mill Road
Millwood, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
    2     X
Tank 6,000 Gallon
    1     X
Tanks 10,000 Gallon
    1     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    3     X
Dispensers (include Diesel)
           
 
           
POS
    1     X
Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     2 Above Ground____ In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 550 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13163
208 Saw Mill River Road
Millwood, NY

 


 

Schedule C
Personal Property
Site No. 58636
680 Main Street
Mount Kisco, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13163
208 Saw Mill River Road
Millwood, NY

 


 

Equipment Schedule
     
Property #
  13367 
Getty Property #
   
Street Address
  680 Main St 
City
  Mt. Kisco
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     5-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
Lifts
    2     In Ground Hydraulic
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13367
680 Main Street
Mount Kisco, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 8,000 Gallon
    1     X
Tanks 10,000 Gallon
    3     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    4     X
Dispensers (include Diesel)
           
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts___ Above Ground     2 In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
 
For Purchaser
  Date
Site No. 13367
680 Main Street
Mount Kisco, NY

 


 

Schedule C
Personal Property
Site No. 58637
434 Gramatan Avenue
Mount Vernon, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Lifts Above Ground
    1  
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13367
680 Main Street
Mount Kisco, NY

 


 

Equipment Schedule
     
Property #
  10700 
Getty Property #
   
Street Address
  434 Gramatan Avenue 
City
  Mount Vernon
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    2     Wayne Nucleus
Cash Registers & Printer
           
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
           
3 Bay

 


 

Asset Verification
Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
       
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  3   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     1 Above Ground     2 In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 1,000 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY

 


 

Schedule C
Personal Property
Site No. 58638
75 Brookside Avenue
Chester, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY

 


 

Equipment Schedule
     
Property #
  11640 
Getty Property #
   
Street Address
  75 Brookside Ave 
City
  Chester
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     12-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
    2     #GA2009045023 & #004827
Video Surveillance Systems
    1      
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
    3     Gondolas
Soda Fountains
    1     8-Plug Servend
Coffee Equipment
    1     3-Basket
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
    1      
Personal Computer & Printer
    1      
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
    1      
Deli Case
           
Sandwich Merchandiser
    1      
Car Wash Equipment
           
Ice Machine
    1      
Hot Dog _______
    2      
Cappuccino Machine
    1     5-Plug
Coffee Counter
    1      
[_______]
    1     Sandwich
Sink
    1     4-Bay
Refrigerator
    1     Reach-in
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11640
75 Brookside Avenue
Chester, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
           
Tanks 10,000 Gallon
    4     X
Tank 12,000 Gallon
           
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    6     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
           
Car Wash Equipment
    0      
Lifts___ Above Ground____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
           
Waste Oil Tank
           
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11640
75 Brookside Avenue
Chester, NY

 


 

Schedule C
Personal Property
Site No. 58639
409 Main Street
New Paltz, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 12129
409 Main Street
New Paltz, NY

 


 

Equipment Schedule
     
 
  58639 
Property #
  12129 
Getty Property #
   
Street Address
  409 Main St 
City
  New Paltz
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    3     Consoles Included
Scanners
    3      
Electronic Point of Sale Equip.
    1      
Stand-Up Coolers
    1     12-Door Walk-in Cooler
Freezers
    1     2-Door
Safes
    1     Above Ground
Video Surveillance Systems
    1      
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12129
409 Main Street
New Paltz, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 8,000 Gallon
    1     X
Tanks 12,000 Gallon
    1     X
Tank 15,000 Gallon
    2     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    7     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport      G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts___ Above Ground____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?       N/A
           
Copy of C of O Present?       No
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
 
For Purchaser
  Date
Site No. 12129
409 Main Street
New Paltz, NY

 


 

Schedule C
Personal Property
Site No. 58640
657 North Avenue
New Rochelle, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12129
409 Main Street
New Paltz, NY

 


 

Equipment Schedule
     
Property #
  12843 
Getty Property #
   
Street Address
  657 North Ave
City
  New Rochelle
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    [_______] Wayne Nucleus
Cash Registers & Printer
       
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
    Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Vender Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
    14 Door Walk-in
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Coffee Bar
     
Food Snack Bar
     
Transaction Counter
     
Sink
    3 Bays
Mobil Mart

 


 

Asset Verification
Site No. 12843
657 North Avenue
New Rochelle, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
       
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
     
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12843
657 North Avenue
New Rochelle, NY

 


 

Schedule C
Personal Property
Site No. 58641
1001 Route 94
New Windsor, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12843
657 North Avenue
New Rochelle, NY

 


 

Equipment Schedule
     
 
  58641 
Property #
  12225 
Getty Property #
   
Street Address
  1001 Route 94 
City
  New Windsor
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
    Includes consoles & EPOS nucleus
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
    6-Door Walk-in
Freezers
    2-Door Walk-in
Safes
    Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Vender Root ID# 129047
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Coffee Counter
     
Utility Box
    Squared
Transaction Counter
     
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12225
1001 Route 94
New Windsor, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
       
 
       
POS
     
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?     Ryko Voyager
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12225
1001 Route 94
New Windsor, NY

 


 

Schedule C
Personal Property
Site No. 58642
1423 Route 300
Newburgh, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Car Wash Equipment
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12225
1001 Route 94
New Windsor, NY

 


 

Equipment Schedule
     
 
  58642 
Property #
  10885 
Getty Property #
   
Street Address
  1423 Route 300
City
  Newburgh
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
    Includes console and EPOS
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
    5-Door Walk-in
Freezers
       
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
    Vender Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
    Oasis Typhoon Building Only
Ice Machine
       
Transaction Counter
     
[Please provide inventory for each Site]
Site No. 10885
1423 Route 300
Newburgh, NY

 


 

Asset Verification
Site No. 10885
1423 Route 300
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
       
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?     Typhoon Oasis
       
Copy of C of O Present?     No
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10885
1423 Route 300
Newburgh, NY

 


 

Schedule C
Personal Property
Site No. 58643
310 Broadway
Newburgh, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 10885
1423 Route 300
Newburgh, NY

 


 

Equipment Schedule
     
 
  58643 
Property #
  12491 
Getty Property #
   
Street Address
  310 Broadway
City
  Newburgh
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
    Includes consoles & EPOS
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
    10-Door Walk-in
Freezers
    3-Door Walk-in
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Utility Box
    Brown
Coffee Counter
     
Transaction Counter
     
[Please provide inventory for each Site]
Site No. 12491
310 Broadway
Newburgh, NY

 


 

Asset Verification
Site No. 12491
310 Broadway
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12491
310 Broadway
Newburgh, NY

 


 

Schedule C
Personal Property
Site No. 58644
246 Route 17K
Newburgh, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Car Wash Equipment
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12491
310 Broadway
Newburgh, NY

 


 

Equipment Schedule
     
 
  58644 
Property #
  12790 
Getty Property #
   
Street Address
  246 Route 17K
City
  Newburgh
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
    Nucleus includes console & EPOS
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
    12-Door Walk-in
Freezers
       
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
    Tunnel Rev Wash — Building Only
Ice Machine
       
Utility Box
    Brown
Transaction Counter
     
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12790
246 Route 17K
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 8,000 Gallon
    X
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
       
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?     Mark 7
       
Copy of C of O Present?     Yes
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12790
246 Route 17K
Newburgh, NY

 


 

Schedule C
Personal Property
Site No. 58645
Route 9A & Welcher Avenue
Peekskill, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12790
246 Route 17K
Newburgh, NY

 


 

Equipment Schedule
     
 
  58645 
Property #
  13849 
Getty Property #
   
Street Address
  Route 9A & Welcher Ave
City
  Peekskill
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
    Includes console & EPOS
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
    11-Door Walk-in
Freezers
       
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
    Gondolas
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Transaction Counter
     
Coffee Island
     
Coffee Counter
     
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
    X
Tank Monitoring System
     
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
     
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY

 


 

Schedule C
Personal Property
Site No. 58646
30 Lincoln Avenue
Pelham, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts In Ground
    3  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY

 


 

Equipment Schedule
     
Property #
  12548 
Getty Property #
   
Street Address
  30 Lincoln Ave
City
  Pelham
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    Wayne Nucleus
Cash Registers & Printer
     
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
    Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
3 Bay

 


 

Asset Verification
Site No. 12548
30 Lincoln Avenue
Pelham, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 6,000 Gallon
    X
Tanks 8,000 Gallon
    X
Tank 10,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
       
Car Wash Equipment
     
Lifts     ___ Above Ground      3 In Ground
     
Convenience Store Coolers
     
Fuel Oil Tank 1,000 Gallon
    X
Waste Oil Tank 1,000
    X
Motor Oil Tank 275 Gallon
    X
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12548
30 Lincoln Avenue
Pelham, NY

 


 

Schedule C
Personal Property
Site No. 58647
144 King Street
Port Chester, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12548
30 Lincoln Avenue
Pelham, NY

 


 

Equipment Schedule
     
 
  58647 
Property #
  12557 
Getty Property #
   
Street Address
  144 King St
City
  Port Chester
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    Dresser Wayne Nucleus
Cash Registers & Printer
       
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
    2-Door Upright
Safes
    Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
    10-Door Walk-in
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Gondolas
     
Coffee Bar
     
Snack Bar
       
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12557
144 King Street
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 6,000 Gallon
    X
Tank 8,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground      ____ In Ground
     
Convenience Store Coolers
    X
Fuel Oil Tank
     
Waste Oil Tank
     
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12557
144 King Street
Port Chester, NY

 


 

Schedule C
Personal Property
Site No. 58648
101-5 Ridge Street
Port Chester, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    2  
Lifts In Ground
    1  
Refrigerator
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12557
144 King Street
Port Chester, NY

 


 

Equipment Schedule
     
 
  58648 
Property #
  10714 
Getty Property #
   
Street Address
  101-4 Ridge St
City
  Port Chester
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    Dresser Wayne Nucleus
Cash Registers & Printer
       
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
    In Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
    2-Door (6’) Sliding Reach-in
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
Transaction Counter
     
3 Bays

 


 

Asset Verification
Site No. 10714
101-5 Ridge Street
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 8,000 Gallon
    X
Tanks 10,000 Gallon
    X
Tank 12,000 Gallon
    X
Tank Monitoring System
    X
Dispensers (include Diesel)
     
 
       
POS
     
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     2 Above Ground     1 In Ground
     
Convenience Store Coolers
     
Fuel Oil Tank 1,000 Gallon
    X
Waste Oil Tank 1,000 Gallon
    X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10714
101-5 Ridge Street
Port Chester, NY

 


 

Schedule C
Personal Property
Site No. 58649
425 Boston Post Road
Port Chester, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
 
       
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 10714
101-5 Ridge Street
Port Chester, NY

 


 

Equipment Schedule
     
Property #
  11741 
Getty Property #
   
Street Address
  425 Boston Post Rd.
City
  Port Chester
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    Dresser Wayne Nucleus
Cash Registers & Printer
       
Scanners
     
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
    In Ground
Video Surveillance Systems
       
UST Monitoring Systems
    Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
3 Bay
Site No. 11741
425 Boston Post Road
Port Chester, NY

 


 

Asset Verification
Site No. 11741
425 Boston Post Road
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    X
 
       
Fueling System
       
Tanks 8,000 Gallon
    X
Tank 12,000 Gallon
       
Tank Monitoring System
    X
Dispensers (include Diesel)
    X
 
       
POS
    X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
     
Car Wash Equipment
     
Lifts     ___ Above Ground     2 In Ground
     
Convenience Store Coolers
     
Fuel Oil Tank 1,000
    X
Waste Oil Tank 1,000
    X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11741
425 Boston Post Road
Port Chester, NY

 


 

Schedule C
Personal Property
Site No. 58650
55 Washington Street
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Passport)
    1  
 
       
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11741
425 Boston Post Road
Port Chester, NY

 


 

Equipment Schedule
     
Property #
  11410
Getty Property #
   
Street Address
  55 Washington St
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     8-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Coffee Counter
    1      
[Please provide inventory for each Site]


 

Asset Verification
Site No. 11410
55 Washington Street
Poughkeepsie, NY CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tanks 10,000 Gallon
    1     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4      
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 550 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11410
55 Washington Street
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58651
2646 South Road
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11410
55 Washington Street
Poughkeepsie, NY


 

Equipment Schedule
     
 
  58651
Property #
  11570
Getty Property #
   
Street Address
  2646 South Rd
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]


 

Asset Verification
Site No. 11570
2646 South Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4 1/2     X
 
           
POS
    1      
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
           
Car Wash Equipment
           
Lifts ___ Above Ground ____ In Ground
           
Convenience Store Coolers
    1     X
Fuel Oil Tank
           
Waste Oil Tank
           
 
           
Car Wash Brand?     Private — Tunnel
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11570
2646 South Road
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58652
1061 Freedom Plains Road
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11570
2646 South Road
Poughkeepsie, NY


 

Equipment Schedule
     
Property #
  11882
Getty Property #
   
Street Address
  1061 Freedom Plains Road
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes consoles & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     12-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
Water Filtration System
    1     Culligan
[Please provide inventory for each Site]


 

Asset Verification
Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
           
Tank 15,000 Gallon
    2     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    6     X
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58653
428 South Road
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
Cooler (5’ Dairy Cooler)
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY


 

Equipment Schedule
     
 
  58653
Property #
  12614
Getty Property #
   
Street Address
  428 South Road
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes consoles & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     9-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Cooler
    1     5 Ft Dairy Cooler — Reach-in
Utility Box
    1     Brown
[Please provide inventory for each Site]


 

Asset Verification
Site No. 12614
428 South Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 6,000 Gallon
    2     X
Tanks 10,000 Gallon
    1     X
Tank 12,000 Gallon
    2     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    7     X
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12614
428 South Road
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58654
2063 New Hackensack Road
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12614
428 South Road
Poughkeepsie, NY


 

Equipment Schedule
     
 
  58654
Property #
  12645
Getty Property #
   
Street Address
  2063 New Hackensack Road
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console and EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     12-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
[Please provide inventory for each Site]


 

Asset Verification
Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    4     X
Tank 12,000 Gallon
           
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    5      
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 500 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58655
298 Titusville Road
Poughkeepsie, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY


 

Equipment Schedule
     
 
  58655
Property #
  12803
Getty Property #
   
Street Address
  298 Titusville Rd
City
  Poughkeepsie
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     9-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Cooler
    1     5 FT — Reach-in
Utility Box
    1     Brown
[Please provide inventory for each Site]


 

Asset Verification
Site No. 12803
298 Titusville Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
    1     X
 
           
POS
           
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12803
298 Titusville Road
Poughkeepsie, NY


 

Schedule C
Personal Property
Site No. 58656
69 Theodore Frend Avenue
Rye, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Passport)
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12803
298 Titusville Road
Poughkeepsie, NY


 

Equipment Schedule
     
Property #
  11369
Getty Property #
   
Street Address
  69 Theodore Frend Ave
City
  Rye
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
          Gilbanco Transport
Cash Registers & Printer
           
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Desk
    1      
2 Bays
Now Closed


 

Asset Verification
Site No. 11369
69 Theodore Frend Avenue
Rye, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 6,000 Gallon
    2     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2      
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts ___ Above Ground ____ In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank
    0      
Waste Oil Tank 250 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11369
69 Theodore Frend Avenue
Rye, NY


 

Schedule C
Personal Property
Site No. 58657
826 White Plains Road
Scarsdale, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (Nucleus)
    1  
Lifts Above Ground
    1  
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11369
69 Theodore Frend Avenue
Rye, NY


 

Equipment Schedule
     
Property #
  13155
Getty Property #
   
Street Address
  826 White Plains Rd
City
  Scarsdale
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
    1      
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]


 

Asset Verification
Site No. 13155
826 White Plains Road
Scarsdale, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 4,000 Gallon
    1     X
Tanks 6,000 Gallon
    1     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     1 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments: Storage Trailer
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13155
826 White Plains Road
Scarsdale, NY


 

Schedule C
Personal Property
Site No. 58658
Route 35 & Bouton Road
South Salem, NY
Page 1 of 3 for this Site
         
Item   Quantity
Signs — Major ID
    1  
POS System (Passport)
    1  
Lifts Above Ground
    1  
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13155
826 White Plains Road
Scarsdale, NY


 

Equipment Schedule
     
Property #
  11540
Getty Property #
   
Street Address
  Route 35 & Bouton Rd
City
  South Salem
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
[Please provide inventory for each Site]


 

Asset Verification
Site No. 11540
Route 35 & Bouton Road
South Salem, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
POS
    1     X
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     1 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11540
Route 35 & Bouton Road
South Salem, NY


 

Schedule C
Personal Property
Site No. 58659
189 Route 59
Spring Valley, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
Lifts Above Ground
    1  
Lifts In Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 11128
189 Route 59
Spring Valley, NY


 

Equipment Schedule
     
Property #
Getty Property #
  11128
Street Address
  189 Route 59
City
  Spring Valley
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     Drop Safe
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
W/O UST
    1      
In Ground Lifts
    2      
[Please provide inventory for each Site]


 

Asset Verification
Site No. 11128
189 Route 59
Spring Valley, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2      
Tank 12,000 Gallon
    1      
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    3     X
 
           
POS
    1      
  Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     2 In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank
    0      
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11128
189 Route 59
Spring Valley, NY


 

Schedule C
Personal Property
Site No. 58660
294 North Main Street
Spring Valley, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
POS System (2 Towers / Monitors)
    1  
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11128
189 Route 59
Spring Valley, NY


 

Equipment Schedule
     
Property #
  11804 
Getty Property #
   
Street Address
  294 North Main St
City
  Spring Valley
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     5-Door Walk-in
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
    2     Gondolas
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11804
294 North Main Street
Spring Valley, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank 12,000 Gallon
               
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport      G-Site      Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11804
294 North Main Street
Spring Valley, NY

 


 

Schedule C
Personal Property
Site No. 58661
215 North Broadway
Tarrytown, NY

Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11804
294 North Main Street
Spring Valley, NY

 


 

Equipment Schedule
     
Property #
  11827 
Getty Property #
   
Street Address
  215 North Broadway
City
  Tarrytown
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11827
215 North Broadway
Tarrytown, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1          
 
               
Fueling System
               
Tank 6,000 Gallon
    1       X  
Tanks 8,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport      G-Site      Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground      ____ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank 500 Gallon
    1          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11827
215 North Broadway
Tarrytown, NY

 


 

Schedule C
Personal Property
Site No. 58662
19 Marble Avenue
Thornwood, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
 
       
Convenience Store Cooler
    1  
 
       
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11827
215 North Broadway
Tarrytown, NY

 


 

Equipment Schedule
     
 
  58662 
Property #
  17888 
Getty Property #
   
Street Address
  19 Marble Ave
City
  Thornwood
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     9-Door Cooler Walk-in
Freezers
    1     2-Door Reach-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Coffee Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 17888
19 Marble Avenue
Thornwood, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 6,000 Gallon
    1       X  
Tanks 10,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ____ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 17888
19 Marble Avenue
Thornwood, NY

 


 

Schedule C
Personal Property
Site No. 58663
8 Marbledale Road
Tuckahoe, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 17888
19 Marble Avenue
Thornwood, NY

 


 

Equipment Schedule
     
Property #
  13648 
Getty Property #
   
Street Address
  8 Marbledale Rd
City
  Tuckahoe
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
           
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
*Car Wash Equipment
           
Ice Machine
           
 
*   Owned By Dealer.

 


 

Asset Verification
Site No. 13648
8 Marbledale Road
Tuckahoe, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand? Econocraft (Tunnel)
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 13648
8 Marbledale Road
Tuckahoe, NY

 


 

Schedule C
Personal Property
Site No. 58664
1050 Route 9
Wappingers Falls, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (2 Towers / Monitors)
    1  
 
       
Lifts Above Ground
    2  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13648
8 Marbledale Road
Tuckahoe, NY

 


 

Equipment Schedule
     
Property #
  11796 
Getty Property #
   
Street Address
  1050 Route 9
City
  Wappingers Falls
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
Lifts
    2     Above Ground, Electric
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11796
1050 Route 9
Wappingers Falls, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 8,000 Gallon
    1       X  
Tanks 10,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3          
 
               
POS
    1          
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      2 Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    1          
Fuel Oil Tank 1,000 Gallon
    1       X  
Waste Oil Tank 1,000 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11796
1050 Route 9
Wappingers Falls, NY

 


 

Schedule C
Personal Property
Site No. 58665
1277 Route 9
Wappingers Falls, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
 
       
Convenience Store Cooler
    1  
 
       
Lifts Above Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11796
1050 Route 9
Wappingers Falls, NY

 


 

Equipment Schedule
     
Property #
  16278 
Getty Property #
   
Street Address
  1277 Route 9
City
  Wappingers Falls
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Counter
    1      
Lift
    1     Above Ground — Electric
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 16278
1277 Route 9
Wappingers Falls, NY

CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank 12,000 Gallon
               
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank 550 Gallon
    1       X  
Waste Oil Tank 550 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 16278
1277 Route 9
Wappingers Falls, NY

 


 

Schedule C
Personal Property
Site No. 58666
3 Colonial Avenue
Warwick, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (4 Towers / Monitors)
    1  
 
       
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 16278
1277 Route 9
Wappingers Falls, NY

 


 

Equipment Schedule
     
Property #
  11823 
Getty Property #
   
Street Address
  3 Colonial Ave
City
  Warwick
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    1     Includes console & EPOS
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     6-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Coffee Counter
    2      
Transaction Counter
    1      
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11823
3 Colonial Avenue
Warwick, NY

CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    4       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11823
3 Colonial Avenue
Warwick, NY

 


 

Schedule C
Personal Property
Site No. 58667
116 North Route 303
West Nyack, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (2 Towers / Monitors)
    1  
 
       
Convenience Store Cooler
    1  
 
       
Freezer
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11823
3 Colonial Avenue
Warwick, NY

 


 

Equipment Schedule
     
 
  58667 
Property #
  12412 
Getty Property #
   
Street Address
  116 North Route 303
City
  West Nyack
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
           
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     10-Door Walk-in
Freezers
    1     3-Door Walk-in
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Coffee Island
    1      
Grill Hood
    1      
Deli Table
    1     Workstation
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12412
116 North Route 303
West Nyack, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 6,000 Gallon
    1       X  
Tanks 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      ___ Above Ground       ____ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 12412
116 North Route 303
West Nyack, NY

 


 

Schedule C
Personal Property
Site No. 58668
1237 Mamaroneck Avenue
White Plains, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
 
       
Lifts Above Ground
    2  
 
       
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12412
116 North Route 303
West Nyack, NY

 


 

Equipment Schedule
     
Property #
  10345 
Getty Property #
   
Street Address
  1237 Mamaroneck Avenue
City
  White Plains
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
           
Scanners
    1      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Coffee Counter
    1      
Transaction Counter
    1      
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    2          
 
               
POS
    1          
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      2 Above Ground       1 In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank 550 Gallon
    1       X  
Waste Oil Tank 550 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY

 


 

Schedule C
Personal Property
Site No. 58669
1176 Nepperhan Avenue
Yonkers, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (Nucleus)
    1  
 
       
Lifts Above Ground
    2  
 
       
Lifts In Ground
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY

 


 

Equipment Schedule
     
Property #
  11603 
Getty Property #
   
Street Address
  1176 Nepperhan Avenue
City
  Yonkers
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    1     Wayne Nucleus
Cash Registers & Printer
    1      
Scanners
          No
Electronic Point of Sale Equip.
           
Stand-Up Coolers
           
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
 
           
 
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    2       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3       X  
 
               
POS
    1       X  
     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts      2 Above Ground       1 In Ground
    0          
Convenience Store Coolers
    1          
Fuel Oil Tank 1,000
    1       X  
Waste Oil Tank 1,000
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY

 


 

Schedule C
Personal Property
Site No. 58670
142 Tuckahoe Road
Yonkers, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
       
POS System (2 Towers / Monitors)
    1  
 
       
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY

 


 

Equipment Schedule
     
 
  58670
Property #
  13174
Getty Property #
   
Street Address
  142 Tuckahoe Rd
City
  Yonkers
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
    2     Dresser Wayne Nucleus
Cash Registers & Printer
           
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     7-Door Walk-in
Freezers
           
Safes
    1     In Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
    2     Stand Alone
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13174
142 Tuckahoe Road
Yonkers, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 4,000 Gallon
  1   X
Tanks 6,000 Gallon
  1   X
Tank 12,000 Gallon
  2   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  3   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport      G-Site      Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
  0    
Convenience Store Coolers
  0    
Fuel Oil Tank 500 Gallon
  1   X
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 13174
142 Tuckahoe Road
Yonkers, NY

 


 

Schedule C
Personal Property
Site No. 58671
3205 Crompond Road
Yorktown Heights, NY
Page 1 of 3 for this Site
         
Item   Quantity
Sign — Major ID
    1  
 
POS System (2 Towers/ Monitors)
    1  
 
Convenience Store Cooler
    1  
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13174
142 Tuckahoe Road
Yonkers, NY

 


 

Equipment Schedule
     
Property #
  12972
Getty Property #
   
Street Address
  3205 Crompond Road
City
  Yorktown Heights
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     12-Door Walk-in
Freezers
           
Safes
    1     Above Ground
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
Coffee Island
    1      
Coffee Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12972
3205 Crompond Road
Yorktown Heights, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
  1   X
Tanks 10,000 Gallon
  1   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport      G-Site      Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 12972
3205 Crompond Road
Yorktown Heights, NY

 


 

Schedule C
Personal Property
Site No. 58672
2035 Saw Mill Road
Yorktown Heights, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers / Monitors)
  1
 
Convenience Store Cooler
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12972
3205 Crompond Road
Yorktown Heights, NY

 


 

Equipment Schedule
     
Property #
  11613
Getty Property #
   
Street Address
  2035 Saw Mill River Rd
City
  Yorktown Heights
State
  NY
             
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
           
Cash Registers & Printer
    2     Includes console & EPOS
Scanners
    2      
Electronic Point of Sale Equip.
           
Stand-Up Coolers
    1     6-Door Walk-in
Freezers
           
Safes
           
Video Surveillance Systems
           
UST Monitoring Systems
    1     Veeder Root TLS 350
Food Preparation Equipment
           
Shelving
           
Soda Fountains
           
Coffee Equipment
           
Hot Chocolate Mach.
           
Pizza Oven
           
Pizza Warmer/Display
           
ATM
           
Personal Computer & Printer
           
Refrigerators
           
Air Tower
           
Hot Dog Steamer
           
Microwave
           
Deli Case
           
Sandwich Merchandiser
           
Car Wash Equipment
           
Ice Machine
           
Transaction Counter
    1      
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11613
2035 Saw Mill River Road
Yorktown Heights, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport      G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11613
2035 Saw Mill River Road
Yorktown Heights, NY

 


 

Schedule C
Personal Property
Site No. 58673
2410 Route 9
Fishkill, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers / Monitors)
  1
 
Convenience Store Cooler
  1
 
Car Wash Equipment
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 11613
2035 Saw Mill River Road
Yorktown Heights, NY

 


 

Equipment Schedule
     
Property #
  13149
Getty Property #
   
Street Address
  2410 Route 9
City
  Fishkill
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
       
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   12-Door Walk-in
Freezers
       
Safes
  2   Above Ground — Brinks CS2000
Video Surveillance Systems
  1    
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
  3   Gondolas
Soda Fountains
  1   8 Plug
Coffee Equipment
  1   3-Basket [_______]
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
  1    
Refrigerators
       
Air Tower
  1    
Hot Dog ______
  1    
Microwave
       
Deli Case
  1   Silver King
Sandwich Merchandiser
       
Car Wash Equipment
  1   Laserwash 4000 & Speedpass [_______]
Ice Machine
  1    
Pastry Case
  1    
Coffee Island
  1    
Coffee Counter
  1    
Transaction Counter
  1    
Vacuums
  2    
Stand-up Cooler
  1   True 3 Ft Reach-in
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 13149
2410 Route 9
Fishkill, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
       
Tank 12,000 Gallon
  3   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport      G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?       Laserwash 4000
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13149
2410 Route 9
Fishkill, NY

 


 

Schedule C
Personal Property
Site No. 58674
290 Route 211 East
Middletown, NY
Page 1 of 3 for this Site
     
Item
  Quantity
 
   
Site is currently closed. Personal Property and Equipment to be provided.
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 13149
2410 Route 9
Fishkill, NY

 


 

Equipment Schedule
Site closed — no access into building — environment issue?
     
Property #
   
Getty Property #
   
Street Address
  Route 211
City
  Middletown
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
       
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
       
Safes
       
Video Surveillance Systems
       
UST Monitoring Systems
       
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
       
Air Tower
       
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
       
H/O UST
  1    
Transaction Counter
  1    
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 12048
290 Route 211 E
Middletown, NY
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1    
 
  (2 MPD’s)    
Fueling System
       
Tanks 10,000 Gallon.
  2 Reg   Heater, oil tank
Tank 12,000 Gallon
  1 Super    
Tank Monitoring System
       
Dispensers (include Diesel)
       
Speedpass
       
POS
       
      Circle as appropriate
       
Passport      G-Site       Nucleus
       
 
       
Miscellaneous
       
Air Compressor
       
Car Wash Equipment
       
Lifts      2 Above Ground      ____ In Ground
       
Convenience Store Coolers
  1    
Fuel Oil Tank
       
Waste Oil Tank
       
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12048
290 Route 211 E
Middletown, NY

 


 

Schedule C
Personal Property
Site No. 58675
275 Route 59 East
Nanuet, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers/Monitors)
  1
 
Convenience Store Cooler
  1
 
Car Wash Equipment
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
Site No. 12048
290 Route 211 E
Middletown, NY

 


 

Equipment Schedule
     
 
  58675
Property #
  11609
Getty Property #
   
Street Address
  275 Route 59 East
City
  Nanuet
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
  2   Includes console & EPOs
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   8 door walk-in
Freezers
       
Safes
  2   Above Ground
Video Surveillance Systems
  1    
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
  3   Gondolas
Soda Fountains
  1   7-plug
Coffee Equipment
  1   3 basket Fetco
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
Utility Box
  1   Square D
Personal Computer & Printer
  1    
Refrigerators
       
Air Tower
  2    
Hot Dog Roller
  1    
Microwave
       
Deli Case
       
Sandwich Merchandiser
       
Car Wash Equipment
  1   *Laserwash Touchfree S-Series*
Ice Machine
  1   Outside
Vacuums
  3    
Transaction Counter
  1    
Open Air Dairy Cooler
  1   5 ft
Coffee Island
  1    
Coffee Counter
  1    
Cappuccino Machine
  1   5 plug
Alto Shaam Sandwich Oven
  1    
 
*  
speedpass car accepter
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11609
275 Route 59 East
Nanuet, NY
CORS
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
       
      Circle as appropriate
  1    
Passport      G-Site      Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
  1    
Convenience Store Coolers
      X
Fuel Oil Tank
       
Waste Oil Tank
       
 
       
Car Wash Brand?      Laserwash touchfree G5
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11609
275 Route 59 East
Nanuet, NY

 


 

Schedule C
Personal Property
Property No. 58675
3081 Route 22
Patterson, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers/Monitors)
  1
 
Convenience Store Cooler
  1
 
Freezer
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 10241
3081 Route 22
Patterson, NY

 


 

Equipment Schedule
     
 
  58676
Property #
  10241
Getty Property #
   
Street Address
  3081 Route 22
City
  Patterson
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
       
Cash Registers & Printer
  2   Includes console & EPOs
Scanners
  2    
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   13-door walk-in
Freezers
  1   3 door walk-in
Safes
  1   Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root TCS 350
Food Preparation Equipment
       
Shelving
  3   Gondolas
Soda Fountains
  1   8 plug
Coffee Equipment
  2   2 Basket Fetco
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
  1    
Refrigerators
       
Air Tower
       
Hot Dog Roller
  1    
Microwave
       
Deli Case
  1   4 ft TRUE
Sandwich Merchandiser
       
Car Wash Equipment
       
Ice Machine
  1   Indoor Ice-o-matic
Coffee Island
  1    
Coffee Counter
  1    
Cappuccino Machine
  1   5 plug
Transaction Counter
  1    
Pastry Case
  1   3 ft
Cooler
  1   3 ft [_______]
Refrigerator
  1   2 Door Delfield
Deli Prep Table
  1   5 ft
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 10241
3081 Route 22
Patterson, NY
CORS
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  8   X
 
       
POS
       
      Circle as appropriate
  1   X
Passport      G-Site      Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
       
Convenience Store Coolers
  1   X
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank
       
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10241
3081 Route 22
Patterson, NY

 


 

Schedule C
Personal Property
Property No. 58677
174 Westchester Avenue
White Plains, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers/Monitors)
  1
 
Cooler
  1
 
Freezer
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 11617
174 Westchester Avenue
White Plains, NY

 


 

Equipment Schedule
     
 
  58677
Property #
  11617
Getty Property #
   
Street Address
  174 Westchester Ave.
City
  White Plains
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
  2   Wayne Nucleus
Cash Registers & Printer
  [_______]    
Scanners
  2    
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  2   1-2 door, 1-2 door
Freezers
  1   5’ Reach In
Safes
  2   Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
  1   5 door walk-in
Air Tower
       
Hot Dog Powergrill
  1   3 ft
Microwave
  1   Sharp
Deli Case
       
Sandwich Merchandiser
  1   2 ft Silver King
Car Wash Equipment
       
Ice Machine
  1   2 door [______]
Gondolas
  2    
Transaction Counter with Booth
  1    
Coffee Bar & 12 Air Pots
  1    
Sink
  1   3 bay
Coffee Brewer
  1   2 pot
Fax Machine
  1    
Computer
  1    
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 11617
174 Westchester Avenue
White Plains, NY
CORS
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
       
Tank 12,000 Gallon
  4   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
       
      Circle as appropriate
  1   X
Passport       G-Site       Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
       
Convenience Store Coolers
  1   X
Fuel Oil Tank
       
Waste Oil Tank
       
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11617
174 Westchester Avenue
White Plains, NY

 


 

Schedule C
Personal Property
Site No. 58678
Hutchinson River Parkway
White Plains, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (2 Towers/Monitors)
  1
 
Convenience Store Cooler
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 16126
Hutchinson River Parkway
White Plains, NY

 


 

Equipment Schedule
     
Property #
  16126
Getty Property #
   
Street Address
  Hutchinson River Parkway
City
  White Plains
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
  3   Dresser Wayne Nucleus
Cash Registers & Printer
       
Scanners
       
Electronic Point of Sale Equip.
       
Stand-Up Coolers
  1   2 Door reach-in
Freezers
       
Safes
  4   Above Ground
Video Surveillance Systems
       
UST Monitoring Systems
  1   Veeder Root
Food Preparation Equipment
       
Shelving
       
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
  2   6 door walk-in, 5 ft reach-in single door
Air Tower
       
Hot Dog Roller
  2   3 ft
Microwave
       
Deli Case
       
Sandwich Merchandiser
  1   3 ft — hot
Car Wash Equipment
       
Ice Machine
       
Transaction Counter
  1    
Coffee Bar
       
Cappuccino Machine
  2    
Coffee Machine
  1   Gemini GT — dual nozzle
Gondola
  3    
Bakery Case
  1    
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 16126
Hutchinson River Parkway
White Plains, NY
CORS
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
       
      Circle as appropriate
  1   X
Passport      G-Site      Nucleus
  3    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
       
Convenience Store Coolers
  1   X
Fuel Oil Tank
       
Waste Oil Tank
       
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 16126
Hutchinson River Parkway
White Plains, NY

 


 

Schedule C
Personal Property
Site No. 58679
838 Kimball Avenue
Yonkers, NY
Page 1 of 3 for this Site
     
Item   Quantity
Sign — Major ID
  1
 
POS System (Nucleus)
  1
 
Convenience Store Cooler
  1
 
Freezer
  1
And any other Personal Property and Equipment, including as shown on the annexed personal property schedules for this Site, previously owned by ExxonMobil Corporation and transferred to Lessee under the SPA.
ExxonMobil Site No. 10684
838 Kimball Avenue
Yonkers, NY

 


 

Equipment Schedule
     
[_______] Run
  58679
Property #
  10684
Getty Property #
   
Street Address
  838 Kimball Avenue
City
  Yonkers
State
  NY
         
DESCRIPTION   QUANTITY   NOTES
Motor Fuel Consoles
  2   Dresser Wayne Nucleus
Cash Registers & Printer
  2    
Scanners
  2    
Electronic Point of Sale Equip.
       
Stand-Up Coolers
       
Freezers
  1   2 ft upright
Safes
  2   Above Ground
Video Surveillance Systems
  1    
UST Monitoring Systems
  1   Veeder Root TLS 350
Food Preparation Equipment
       
Shelving
  2   [_______]
Soda Fountains
       
Coffee Equipment
       
Hot Chocolate Mach.
       
Pizza Oven
       
Pizza Warmer/Display
       
ATM
       
Personal Computer & Printer
       
Refrigerators
  1   5 door walk-in
Refrigerators
  1   3 door reach in
Hot Dog Steamer
       
Microwave
       
Deli Case
       
Sandwich Merchandiser
  1    
Car Wash Equipment
       
Ice Machine
  1    
Computer
  1    
Cappuccino Machine
  1    
Coffee Bar
  1    
Transaction Counter
  1    
[Please provide inventory for each Site]

 


 

Asset Verification
Site No. 10684
838 Kimball Avenue
Yonkers, NY
CORS
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank 12,000 Gallon
       
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  5   X
 
       
POS
       
      Circle as appropriate
  1   X
Passport     G-Site      Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ____ In Ground
       
Convenience Store Coolers
  1   X
Fuel Oil Tank
       
Waste Oil Tank
       
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10684
838 Kimball Avenue
Yonkers, NY

 


 

SCHEDULE “D”
(the Underground Storage Tanks)
See attached.
Site No. 10684
838 Kimball Avenue
Yonkers, NY

 


 

Schedule D
UST Systems
Site No. 58620
Route 6 & Route 22
Brewster, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  3
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
Site No. 13079
Route 6 & Route 22
Brewster, NY

 


 

Asset Verification
Site No. 13079
Route 6 & Route 22
Brewster, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    3     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground      ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13079
Route 6 & Route 22
Brewster, NY

 


 

Schedule D
UST Systems

 
Site No. 58621
504 New Rocheclle Road
Brewster, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 6,000 Gallon
  1
 
   
Tank 8,000 Gallon
  1
 
   
Tank 10,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Asset Verification
Site No. 11510
504 New Rochelle Road
Bronxville, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tank 8,000 Gallon
    1     X
Tank 10,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       2 In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11510
504 New Rocheclle Road
Bronxville, NY

 


 

Schedule D
UST Systems
Site No. 58622
2072 East Main Street
Cortland Manor, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  3
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10715
2072 East Main Street
Cortland Manor, NY

 


 

Asset Verification
Site No. 10715
2072 East Main Street
Cortland Manor, NY
 
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    3     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport       G-Site       Nucleus
    1      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No, 10715
2072 East Main Street
Cortland Manor, NY

 


 

Schedule D
UST Systems
Site No. 58623
430 Broadway
Dobbs Ferry, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  3
 
   
Tank Monitoring System
  1
 
   
Dispensers
  3
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 275 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12950
430 Broadway
Dobbs Ferry, NY

 


 

Asset Verification
Site No. 12950
430 Broadway
Dobbs Ferry, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    3     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    3     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       3 Above Ground       ___ In Ground
    3     X
Convenience Store Coolers
    1      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 275 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12950
430 Broadway
Dobbs Ferry, NY

 


 

Schedule D
UST Systems
Site No. 58624
407 White Plains Road
Eastchester, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 4,000 Gallon
  1
 
   
Tanks 6,000 Gallon
  3
 
   
Tank 9,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10441
407 White Plains Road
Eastchester, NY

 


 

Asset Verification
Site No. 10441
407 White Plains Road
Eastchester, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 4,000 Gallon
    1     X
Tanks 6,000 Gallon
    3     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       1 Above Ground       2 In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10441
407 White Plains Road
Eastchester, NY

 


 

Schedule D
UST Systems
Site No. 58625
280 North Saw Mill River Road
Elmsford, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 6,000 Gallon
  1
 
   
Tank 8,000 Gallon
  1
 
   
Tank 10,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12393
280 North Saw Mill River Road
Elmsford, NY

 


 

Asset Verification
Site No. 12393
280 North Saw Mill River Road
Elmsford, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tank 8,000 Gallon
    1     X
Tank 10,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12393
280 North Saw Mill River Road
Elmsford, NY

 


 

Schedule D
UST Systems
Site No. 58626
109 West Ramapo Road
Garnerville, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
   
Tank 12,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12913
109 West Ramapo Road
Garnerville, NY

 


 

Asset Verification
Site No. 12913
109 West Ramapo Road
Garnerville, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tanks 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?       No
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12913
109 West Ramapo Road
Garnerville, NY

 


 

Schedule D
UST Systems
Site No. 58627
399 Greenwich Avenue
Goshen, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
   
Tank Monitoring System
  1
 
   
Dispensers
  7
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13088
399 Greenwich Avenue
Goshen, NY

 


 

Asset Verification
Site No. 13088
399 Greenwich Avenue
Goshen, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    4     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    7     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?       No
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13088
399 Greenwich Avenue
Goshen, NY

 


 

Schedule D
UST Systems
Site No. 58628
240 East Hartsdale Avenue
Hartsdale, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 6,000 Gallon
  2
 
   
Tank 10,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  2
 
   
Fuel Oil Tank 550 Gallon
  1
 
   
Waste Oil Tank 1,000 Gallon
  1
 
   
Motor Oil Tank 280 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11307
240 East Hartsdale Avenue
Hartsdale, NY

 


 

Asset Verification
Site No. 11307
240 East Hartsdale Avenue
Hartsdale, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tank 10,000 Gallon
    1     X
Tank 2 — 6,000
    1     X
Tank Monitoring System
    1      
Dispensers (include Diesel)
    2     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       4 Above Ground       1 In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank 550 Gallon
    2     X
Waste Oil Tank 1,000 Gallon
    1      
Motor Oil Tank 280 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11307
240 East Hartsdale Avenue
Hartsdale, NY

 


 

Schedule D
UST Systems
Site No. 58629
154 Broadway
Hawthrone, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 8,000 Gallon
  2
 
   
Tanks 10,000 Gallon
  2
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
 
   
Waste Oil Tank 275 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13003
154 Broadway
Hawthrone, NY

 


 

Asset Verification
Site No. 13003
154 Broadway
Hawthrone, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 8,000 Gallon
    2     X
Tanks 10,000 Gallon
    2     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       1 Above Ground       2 In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank
    0      
Waste Oil Tank 275 Gallon
    1      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13003
154 Broadway
Hawthrone, NY

 


 

Schedule D
UST Systems
Site No. 58630
349 Nys Route 82
Hopewell Junction, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
   
Tank 12,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13003
154 Broadway
Hawthrone, NY

 


 

Asset Verification
Site No. 12140
349 Nys Route 82
Hopewell Junction, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tanks 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11413
1110 Violet Avenue
Hyde Park, NY

 


 

Schedule D
UST Systems
Site No. 58631
1110 Violet Avenue
Hyde Park, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
   
Tank 12,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  4
 
Fuel Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
Site No. 11413
1110 Violet Avenue
Hyde Park, NY

 


 

Asset Verification
Site No. 11413
1110 Violet Avenue
Hyde Park, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    1      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11413
1110 Violet Avenue
Hyde Park, NY

 


 

Schedule D
UST Systems
Site No. 58632
80 Bedford Road
Katonah, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
   
Tank 12,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  2
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12017
80 Bedford Road
Katonah, NY

 


 

Asset Verification
Site No. 12017
80 Bedford Road
Katonah, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1      
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       1 Above Ground       1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12017
80 Bedford Road
Katonah, NY

 


 

Schedule D
UST Systems
Site No. 58633
808 Palmer Avenue
Mamaroneck, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  3
 
   
Tank Monitoring System
  1
 
   
Dispensers
  2
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11331
808 Palmer Avenue
Mamaroneck, NY

 


 

Asset Verification
Site No. 11331
808 Palmer Avenue
Mamaroneck, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    3     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
    1      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       2 Above Ground       1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11331
808 Palmer Avenue
Mamaroneck, NY

 


 

Schedule D
UST Systems
Site No. 58634
279 Bloomingburg Road
Middletown, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
   
Tank Monitoring System
  1
 
   
Dispensers
  6
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11890
279 Bloomingburg Road
Middletown, NY

 


 

Asset Verification
Site No. 11890
279 Bloomingburg Road
Middletown, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    4     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    6     X
 
           
POS
    1     X
      Circle as appropriate
           
Passport       G-Site       Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts       ___ Above Ground       ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?       Karachi
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11890
279 Bloomingburg Road
Middletown, NY

 


 

Schedule D
UST Systems
Site No. 58635
Saw Mill River Road
Millwood, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 6,000 Gallon
  2
 
   
Tank 10,000 Gallon
  1
 
   
Tank 12,000 Gallon
  1
 
   
Tank Monitoring System
  1
 
   
Dispensers
  3
 
   
Fuel Oil Tank 1,000 Gallon
  1
 
   
Waste Oil Tank 550 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13163
Saw Mill River Road
Millwood, NY

 


 

Asset Verification
Site No. 13163
208 Saw Mill River Road
Millwood, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
Fueling System
       
Tanks 6,000 Gallon
  2   X
Tank 10,000 Gallon
  1   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  3   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport     G-Site      Nucleus
  1    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      2 Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  0    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 550 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13163
208 Saw Mill River Road
Millwood, NY

 


 

Schedule D
UST Systems
Site No. 58636
680 Main Street
Mount Kisco, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 8,000 Gallon
  1
 
Tanks 10,000 Gallon
  3
 
Tank Monitoring System
  1
 
Dispensers
  4
 
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13367
680 Main Street
Mount Kisco, NY

 


 

Asset Verification
Site No. 13367
680 Main Street
Mount Kisco, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 8,000 Gallon
  1   X
Tanks 10,000 Gallon
  3   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground     2 In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank 1,000 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13367
680 Main Street
Mount Kisco, NY

 


 

Schedule D
UST Systems
Site No. 58637
434 Gramatan Avenue
Mount Vernon, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  3
 
Fuel Oil Tank 1,000 Gallon
  1
 
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY

 


 

Asset Verification
Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  3   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     1 Above Ground     2 In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 1,000 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10700
434 Gramatan Avenue
Mount Vernon, NY

 


 

Schedule D
UST Systems
Site No. 58638
75 Brookside Avenue
Chester, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  6
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11640
75 Brookside Avenue
Chester, NY

 


 

Asset Verification
Site No. 11640
75 Brookside Avenue
Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Convenience Store Coolers
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11640
75 Brookside Avenue
Chester, NY

 


 

Schedule D
UST Systems
Site No. 58639
409 Main Street
New Paltz, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 8,000 Gallon
  1
 
Tank 12,000 Gallon
  1
 
Tanks 15,000 Gallon
  2
 
Tank Monitoring System
  1
 
Dispensers
  7
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12129
409 Main Street
New Paltz, NY

 


 

Asset Verification
Site No. 12129
409 Main Street
New Paltz, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 8,000 Gallon
  1   X
Tank 12,000 Gallon
  1   X
Tanks 15,000 Gallon
  2   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  7   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?      N/A
       
Copy of C of O Present?     NO
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12129
409 Main Street
New Paltz, NY

 


 

Schedule D
To a Bill of Sale
Site No. 58640
657 North Avenue
New Rochelle, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
Tank Monitoring System
  1
 
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12843
657 North Avenue
New Rochelle, NY

 


 

Asset Verification
Site No. 12843
657 North Avenue
New Rochelle, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1    
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts      ___ Above Ground      ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12843
657 North Avenue
New Rochelle, NY

 


 

Schedule D
UST Systems
Site No. 58641
1001 Route 94
New Windsor, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
Tank Monitoring System
  1
 
Dispensers
  6
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
Exxon Mobil Site No. 12225
1001 Route 94
New Windsor, NY

 


 

Asset Verification
Site No. 12225
1001 Route 94
New Windsor, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1    
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?     Ryko Voyager
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12225
1001 Route 94
New Windsor, NY

 


 

Schedule D
UST Systems
Site No. 58642
1423 Route 300
Newburgh, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
Tank Monitoring System
  1
 
Dispensers
  6
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
Site No. 10885
1423 Route 300
Newburgh, NY

 


 

Asset Verification
Site No. 10885
1423 Route 300
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  4   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?     Typhoon Oasis
       
Copy of C of O Present?     No
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10885
1423 Route 300
Newburgh, NY

 


 

Schedule D
UST Systems
Site No. 58643
310 Broadway
Newburgh, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12491
310 Broadway
Newburgh, NY

 


 

Asset Verification
Site No. 12491
310 Broadway
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
      Circle as appropriate
       
Passport      G-Site      Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
Date
 
   
Signed by:
   
 
   
 
For Purchaser
Date
Site No. 12491
310 Broadway
Newburgh, NY

 


 

Schedule D
UST Systems
Site No. 58644
246 Route 17K
Newburgh, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 8,000 Gallon
  1
 
Tank 10,000 Gallon
  1
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12790
246 Route 17K
Newburgh, NY

 


 

Asset Verification
Site No. 12790
246 Route 17K
Newburgh, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 8,000 Gallon
  1   X
Tank 10,000 Gallon
  1   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground      ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank 1,000 Gallon
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?      Mark 7
       
Copy of C of O Present?      Yes
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12790
246 Route 17K
Newburgh, NY

 


 

Schedule D
UST Systems
Site No. 58645
Route 9A & Welcher Avenue
Peekskill, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  2
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY

 


 

Asset Verification
Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13849
Route 9A & Welcher Avenue
Peekskill, NY

 


 

Schedule D
UST Systems
Site No. 58646
30 Lincoln Avenue
Pelham, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 6,000 Gallon
  1
 
Tank 8,000 Gallon
  1
 
Tank 10,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  2
 
Fuel Oil Tank 1,000 Gallon
  1
 
Waste Oil Tank 1,000 Gallon
  1
 
Motor Oil Tank 275 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12548
30 Lincoln Avenue
Pelham, NY

 


 

Asset Verification
Site No. 12548
30 Lincoln Avenue
Pelham, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tank 6,000 Gallon
  1   X
Tank 8,000 Gallon
  1   X
Tank 10,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  2   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  1    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     3 In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 1,000 Gallon
  1   X
Motor Oil Tank 275 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12548
30 Lincoln Avenue
Pelham, NY

 


 

Schedule D
UST Systems
Site No. 58647
144 King Street
Port Chester, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 6,000 Gallon
  2
 
Tank 8,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  4
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12557
144 King Street
Port Chester, NY

 


 

Asset Verification
Site No. 12557
144 King Street
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 6,000 Gallon
  2   X
Tank 8,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  4   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  1    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank 1,000 Gallon
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12557
144 King Street
Port Chester, NY

 


 

Schedule D
UST Systems
Site No. 58648
101-5 Ridge Street
Port Chester, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 8,000 Gallon
  1
 
Tanks 10,000 Gallon
  2
 
Tank 12,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  5
 
Fuel Oil Tank 1,000 Gallon
  1
 
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10714
101-5 Ridge Street
Port Chester, NY

 


 

Asset Verification
Site No. 10714
101-5 Ridge Street
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 8,000 Gallon
  1   X
Tanks 10,000 Gallon
  2   X
Tank 12,000 Gallon
  1   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  5    
 
       
POS
  1    
     Circle as appropriate
       
Passport     G-Site     Nucleus
  1    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     2 Above Ground     1 In Ground
  0    
Convenience Store Coolers
  1    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 1,000 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 10714
101-5 Ridge Street
Port Chester, NY

 


 

Schedule D
UST Systems
Site No. 58649
425 Boston Post Road
Port Chester, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 8,000 Gallon
  3
 
Tank Monitoring System
  1
 
Dispensers
  3
 
Fuel Oil Tank 1,000 Gallon
  1
 
Waste Oil Tank 1,000 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11741
425 Boston Post Road
Port Chester, NY

 


 

Asset Verification
Site No. 11741
425 Boston Post Road
Port Chester, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 8,000 Gallon
  3   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  3    
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
       
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     2 In Ground
  0    
Convenience Store Coolers
  0    
Fuel Oil Tank 1,000 Gallon
  1   X
Waste Oil Tank 1,000 Gallon
  1   X
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11741
425 Boston Post Road
Port Chester, NY

 


 

Schedule D
UST Systems
Site No. 58650
55 Washington Street
Poughkeepsie, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tank 6,000 Gallon
  1
 
Tank 8,000 Gallon
  1
 
Tank 10,000 Gallon
  1
 
Tank Monitoring System
  1
 
Dispensers
  4
 
Fuel Oil Tank 550 Gallon
  1
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11410
55 Washington Street
Poughkeepsie, NY

 


 

Asset Verification
Site No. 11410
55 Washington Street
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 6,000 Gallon
    1     X
Tank 8,000 Gallon
    1     X
Tank 10,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4      
 
           
POS
    1     X
   Circle as appropriate
           
Passport     G-Site     Nucleus
    1      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 550 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11410
55 Washington Street
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58651
2646 South Road
Poughkeepsie, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
       
Tank 12,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    5  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11570
2646 South Road
Poughkeepsie, NY

 


 

Asset Verification
Site No. 11570
2646 South Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4  1/2   X
 
           
POS
    1      
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?     Private — tunnel
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11570
2646 South Road
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58652
1061 Freedom Plains Road
Poughkeepsie, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 15,000 Gallon
    2  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY

 


 

Asset Verification
Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY
CODO
         
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
  1   X
 
       
Fueling System
       
Tanks 15,000 Gallon
  2   X
Tank Monitoring System
  1   X
Dispensers (include Diesel)
  6   X
 
       
POS
  1   X
     Circle as appropriate
       
Passport     G-Site     Nucleus
  2    
 
       
Miscellaneous
       
Air Compressor
  0    
Car Wash Equipment
  0    
Lifts     ___ Above Ground     ___ In Ground
  0    
Convenience Store Coolers
  1   X
Fuel Oil Tank
  0    
Waste Oil Tank
  0    
 
       
Car Wash Brand?
       
Copy of C of O Present?
       
Comments:
       
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11882
1061 Freedom Plains Road
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58653
428 South Road
Poughkeepsie, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 6,000 Gallon
    2  
 
       
Tank 8,000 Gallon
    1  
 
       
Tanks 10,000 Gallon
    2  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    7  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12614
428 South Road
Poughkeepsie, NY

 


 

Asset Verification
Site No. 12614
428 South Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 6,000 Gallon
    2     X
Tank 8,000 Gallon
    1     X
Tanks 10,000 Gallon
    2     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    7     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12614
428 South Road
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58654
2063 New Hackensack Road
Poughkeepsie, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
   
Tank Monitoring System
  1
 
   
Dispensers
  5
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY

 


 

Asset Verification
Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    4     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    5      
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank 500 Gallon
    1     X
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12645
2063 New Hackensack Road
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58655
298 Titusville Road
Poughkeepsie, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
       
Tank 12,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    4  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12803
298 Titusville Road
Poughkeepsie, NY

 


 

Asset Verification
Site No. 12803
298 Titusville Road
Poughkeepsie, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
    2      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    1     X
Fuel Oil Tank
    0      
Waste Oil Tank
    0      
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 12803
298 Titusville Road
Poughkeepsie, NY

 


 

Schedule D
UST Systems
Site No. 58656
69 Theodore Frend Avenue
Rye, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 6,000 Gallon
    2  
 
       
Tank 8,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    2  
 
       
Waste Oil Tank 250 Gallon
    1  
 
 
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11369
69 Theodore Frend Avenue
Rye, NY

 


 

Asset Verification
Site No. 11369
69 Theodore Frend Avenue
Rye, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 6,000 Gallon
    2     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2      
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     ___ In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank
    0      
Waste Oil Tank 250 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11369
69 Theodore Frend Avenue
Rye, NY

 


 

Schedule D
UST Systems
Site No. 58657
826 White Plains Road
Scarsdale, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 4,000 Gallon
    1  
 
       
Tank 6,000 Gallon
    1  
 
       
Tank 8,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    2  
 
       
Fuel Oil Tank 1,000 Gallon
    1  
 
       
Waste Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13155
826 White Plains Road
Scarsdale, NY

 


 

Asset Verification
Site No. 13155
826 White Plains Road
Scarsdale, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tank 4,000 Gallon
    1     X
Tank 6,000 Gallon
    1     X
Tank 8,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    2     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     1 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank 1,000 Gallon
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments: Storage trailer
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 13155
826 White Plains Road
Scarsdale, NY

 


 

Schedule D
UST Systems
Site No. 58658
Route 35 & Bouton Road
South Salem, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
       
Tank 12,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    4  
 
       
Fuel Oil Tank 1,000 Gallon
    1  
 
       
Waste Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11540
Route 35 & Bouton Road
South Salem, NY

 


 

Asset Verification
Site No. 11540
Route 35 & Bouton Road
South Salem, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2     X
Tank 12,000 Gallon
    1     X
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    4     X
 
           
POS
    1     X
     Circle as appropriate
           
Passport     G-Site     Nucleus
           
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     1 Above Ground     1 In Ground
    0      
Convenience Store Coolers
    0      
Fuel Oil Tank 1,000 Gallon
    1     X
Waste Oil Tank
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11540
Route 35 & Bouton Road
South Salem, NY

 


 

Schedule D
UST Systems
Site No. 58659
189 Route 59
Spring Valley, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
       
Tank 12,000 Gallon
    1  
 
       
Tank Monitoring System
    1  
 
       
Dispensers
    3  
 
       
Waste Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11128
189 Route 59
Spring Valley, NY

 


 

Asset Verification
Site No. 11128
189 Route 59
Spring Valley, NY
CODO
             
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1     X
 
           
Fueling System
           
Tanks 10,000 Gallon
    2      
Tank 12,000 Gallon
    1      
Tank Monitoring System
    1     X
Dispensers (include Diesel)
    3     X
 
           
POS
    1      
     Circle as appropriate
           
Passport     G-Site     Nucleus
    1      
 
           
Miscellaneous
           
Air Compressor
    0      
Car Wash Equipment
    0      
Lifts     ___ Above Ground     2 In Ground
    0      
Convenience Store Coolers
    1      
Fuel Oil Tank
    0      
Waste Oil Tank
    1     X
 
           
Car Wash Brand?
           
Copy of C of O Present?
           
Comments:
           
(Do Not Include Any Dealer Owned Equipment)
     
Signed by:
   
 
   
 
For ExxonMobil
  Date
 
   
Signed by:
   
 
   
 
For Purchaser
  Date
Site No. 11128
189 Route 59
Spring Valley, NY

 


 

Schedule D
UST Systems
Site No. 58660
294 North Main Street
Spring Valley, NY
Page 1 of 2 for this Site
     
Item   Quantity
Tanks 10,000 Gallon
  4
 
   
Tank Monitoring System
  1
 
   
Dispensers
  6
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11804
294 North Main Street
Spring Valley, NY

 


 

Asset Verification
Site No. 11804
294 North Main Street
Spring Valley, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11804
294 North Main Street
Spring Valley, NY

 


 

Schedule D
UST Systems
Site No. 58661
215 North Broadway
Tarrytown, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 6,000 Gallon
    1  
 
Tank 8,000 Gallon
    1  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    3  
 
Fuel Oil Tank 500 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11827
215 North Broadway
Tarrytown, NY

 


 

Asset Verification
Site No. 11827
215 North Broadway
Tarrytown, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1          
 
               
Fueling System
               
Tanks 6,000 Gallon
    1       X  
Tanks 8,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank 500 Gallon
    1          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11827
215 North Broadway
Tarrytown, NY

 


 

Schedule D
UST Systems
Site No. 58662
19 Marble Avenue
Thornwood, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 6,000 Gallon
    1  
 
Tank 10,000 Gallon
    1  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 17888
19 Marble Avenue
Thornwood, NY

 


 

Asset Verification
Site No. 17888
19 Marble Avenue
Thornwood, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 6,000 Gallon
    1       X  
Tank 10,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    1          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 17888
19 Marble Avenue
Thornwood, NY

 


 

Schedule D
UST Systems
Site No. 58663
8 Marbledale Road
Tuckahoe, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13648
8 Marbledale Road
Tuckahoe, NY

 


 

Asset Verification
Site No. 13648
8 Marbledale Road
Tuckahoe, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    1          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?     Econocraft (Tunnel)
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 13648
8 Marbledale Road
Tuckahoe, NY

 


 

Schedule D
To a Bill of Sale
Site No. 58664
1050 Route 9
Wappingers Falls, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 8,000 Gallon
    1  
 
Tank 10,000 Gallon
    1  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    3  
 
Fuel Oil Tank 1,000 Gallon
    1  
 
Waste Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11796
1050 Route 9
Wappingers Falls, NY

 


 

Asset Verification
Site No. 11796
1050 Route 9
Wappingers Falls, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    1       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3          
 
               
POS
    1          
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     2 Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1          
Fuel Oil Tank 1,000 Gallon
    1       X  
Waste Oil Tank 1,000 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11796
1050 Route 9
Wappingers Falls, NY

 


 

Schedule D
UST Systems
Site No. 58665
1277 Route 9
Wappingers Falls, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
 
Fuel Oil Tank 550 Gallon
    1  
 
Waste Oil Tank 550 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 16278
1277 Route 9
Wappingers Falls, NY

 


 

Asset Verification
Site No. 16278
1277 Route 9
Wappingers Falls, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    1          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank 550 Gallon
    1       X  
Waste Oil Tank 550 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 16278
1277 Route 9
Wappingers Falls, NY

 


 

Schedule D
UST Systems
Site No. 58666
3 Colonial Avenue
Warwick, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11823
3 Colonial Avenue
Warwick, NY

 


 

Asset Verification
Site No. 11823
3 Colonial Avenue
Warwick, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    4       X  
●     Circle as appropriate
               
Passport     G-Site            Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11823
3 Colonial Avenue
Warwick, NY

 


 

Schedule D
UST Systems
Site No. 58667
116 North Route 303
West Nyack
Page 1 of 2 for this Site
         
Item   Quantity
Tank 6,000 Gallon
    1  
 
Tank 8,000 Gallon
    1  
 
Tank 10,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12412
116 North Route 303
West Nyack

 


 

Asset Verification
Site No. 12412
116 North Route 303
West Nyack
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 6,000 Gallon
    1       X  
Tanks 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 12412
116 North Route 303
West Nyack

 


 

Schedule D
UST Systems
Site No. 58668
1237 Mamaroneck Avenue
White Plains, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    2  
 
Tank 12,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    2  
 
Fuel Oil Tank 550 Gallon
    1  
 
Waste Oil Tank 550 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY

 


 

Asset Verification
Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    2       X  
Tank 12,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    2          
 
               
POS
    1          
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    1          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     2 Above Ground     1 In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank 550 Gallon
    1       X  
Waste Oil Tank 550 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 10345
1237 Mamaroneck Avenue
White Plains, NY

 


 

Schedule D
UST Systems
Site No. 58669
1176 Nepperhan Avenue
Yonkers, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 8,000 Gallon
    1  
 
Tank 10,000 Gallon
    2  
 
Tank Monitoring System
    1  
 
Dispensers
    3  
 
Fuel Oil Tank 1,000 Gallon
    1  
 
Waste Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY

 


 

Asset Verification
Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    2       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    1          
 
               
Miscellaneous
               
Air Compressor
               
Car Wash Equipment
               
Lifts     2 Above Ground     1 In Ground
               
Convenience Store Coolers
    1          
Fuel Oil Tank 1,000 Gallon
    1       X  
Waste Oil Tank 1,000 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11603
1176 Nepperhan Avenue
Yonkers, NY

 


 

Schedule D
UST Systems
Site No. 58670
142 Tuckahoe Road
Yonkers, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 4,000 Gallon
    1  
 
Tank 8,000 Gallon
    1  
 
Tank 12,000 Gallon
    2  
 
Tank Monitoring System
    1  
 
Dispensers
    3  
 
Fuel Oil Tank
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13174
142 Tuckahoe Road
Yonkers, NY

 


 

Asset Verification
Site No. Site No. 13174
142 Tuckahoe Road
Yonkers, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 4,000 Gallon
    1       X  
Tank 8,000 Gallon
    1       X  
Tanks 12,000 Gallon
    2       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    3       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank 500 Gallon
    1       X  
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 13174
142 Tuckahoe Road
Yonkers, NY

 


 

Schedule D
UST Systems
Site No. 58671
3205 Crompond Road
Yorktown Heights, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tank 6,000 Gallon
    1  
 
Tank 8,000 Gallon
    1  
 
Tank 10,000 Gallon
    1  
 
Tank Monitoring System
    1  
 
Dispensers
    4  
 
Fuel Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 12972
3205 Crompond Road
Yorktown Heights, NY

 


 

Asset Verification
Site No. 12972
3205 Crompond Road
Yorktown Heights, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 6,000 Gallon
    1       X  
Tank 8,000 Gallon
    1       X  
Tank 10,000 Gallon
    1       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    4       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank 1,000 Gallon
    1       X  
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 12972
3205 Crompond Road
Yorktown Heights, NY

 


 

Schedule D
UST Systems
Site No. 58672
2035 Saw Mill Road
Yorktown Heights, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11613
2035 Saw Mill Road
Yorktown Heights, NY

 


 

Asset Verification
Site No. 11613
2035 Saw Mill Road
Yorktown Heights, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11613
2035 Saw Mill Road
Yorktown Heights, NY

 


 

Schedule D
UST Systems
Site No. 58673
2410 Route 9
Fishkill, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 12,000 Gallon
    3  
 
Tank Monitoring System
    1  
 
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 13149
2410 Route 9
Fishkill, NY

 


 

Asset Verification
Site No. 13149
2410 Route 9
Fishkill, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 12,000 Gallon
    3       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
    2          
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Lifts     ___ Above Ground      ___ In Ground
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?      Laser wash 4000
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 13149
2410 Route 9
Fishkill, NY

 


 

Schedule D
UST Systems
Site No. 58674
290 Route 211 East
Middletown, NY
Page 1 of 2 for this Site
     
Item   Quantity
 
   
Site is currently closed. Tank information to be provided.
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 15015
660 Route 9 West
Highland, NY

 


 

Asset Verification
Site No. 12408
290 Route 211 East
Middletown, NY
CODO
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
●     Circle as appropriate
               
Pole Monument
  2 MPD’s     X  
 
               
Fueling System
               
Tanks 8,000
  2 Reg        
Tanks 10,000 Gallon
  1 Super        
Tank 12,000 Gallon
               
Tank Monitoring System
               
Dispensers (include Diesel)
               
Speedpass
               
 
               
POS
               
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
               
Lifts     2 Above Ground      __ In Ground
    0          
Convenience Store Coolers
    0          
Fuel Oil Tank
    0          
Waste Oil Tank
    0          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date

 


 

Schedule D
UST Systems
Site No. 58675
275 Route 59 East
Nanuet, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11609
275 Route 59 East
Nanuet, NY

 


 

Asset Verification
Site No. 11609
275 Route 59 East
Nanuet, NY
CORS
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Convenience Store Coolers
    1       X  
 
               
Car Wash Brand?     Laser wash touch-free GS
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11609
275 Route 59 East
Nanuet, NY

 


 

Schedule D
UST Systems
Site No. 58676
3081 Route 22
Patterson, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    8  
 
Fuel Oil Tank 1,000 Gallon
    1  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10241
3081 Route 22
Patterson, NY

 


 

Asset Verification
Site No. 10241
3081 Route 22
Patterson, NY
CORS
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    8       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Convenience Store Coolers
    1       X  
Fuel Oil Tank 1,000 Gallon
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 10241
3081 Route 22
Patterson, NY

 


 

Schedule D
UST Systems
Site No. 58677
174 Westchester Avenue
White Plains, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 12,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 11617
174 Westchester Avenue
White Plains, NY

 


 

Asset Verification
Site No. 11617
174 Westchester Avenue
White Plains, NY
CORS
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tank 12,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Convenience Store Coolers
    1          
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 11617
174 Westchester Avenue
White Plains, NY

 


 

Schedule D
UST Systems
Site No. 58678
Hutchinson River Parkway
White Plains, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    6  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 16126
Hutchinson River Parkway
White Plains, NY

 


 

Asset Verification
Site No. 16126
Hutchinson River Parkway
White Plains, NY
CORS
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    6       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Convenience Store Coolers
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 17126
Hutchinson River Parkway
White Plains, NY

 


 

Schedule D
UST Systems
Site No. 58679
838 Kimball Avenue
Yonkers, NY
Page 1 of 2 for this Site
         
Item   Quantity
Tanks 10,000 Gallon
    4  
 
Tank Monitoring System
    1  
 
Dispensers
    5  
And UST-related systems and equipment, including piping, hoses, nozzles, tank gauging systems, and leak detection systems.
ExxonMobil Site No. 10684
838 Kimball Avenue
Yonkers, NY

 


 

Asset Verification
Site No. 10684
838 Kimball Avenue
Yonkers, NY
CORS
                 
    ExxonMobil   Verification
Item   Record   Quantity
Sign — Major ID
    1       X  
 
               
Fueling System
               
Tanks 10,000 Gallon
    4       X  
Tank Monitoring System
    1       X  
Dispensers (include Diesel)
    5       X  
 
               
POS
    1       X  
●     Circle as appropriate
               
Passport     G-Site     Nucleus
               
 
               
Miscellaneous
               
Air Compressor
    0          
Car Wash Equipment
    0          
Convenience Store Coolers
    1       X  
 
               
Car Wash Brand?
               
Copy of C of O Present?
               
Comments:
               
(Do Not Include Any Dealer Owned Equipment)
Signed by:
     
 
For ExxonMobil
  Date
Signed by:
     
 
For Purchaser
  Date
Site No. 10684
838 Kimball Avenue
Yonkers, NY

 


 

Schedule “E”
Existing Dealer Leases
See Attached

 


 

Schedule E
                         
                FA Start   FA End    
Prop#   COT   Address   Dealer   Date   Date   Notes / Comments
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
[***]
  [***]   [***]   [***]   [***]   [***]   [***]
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

 


 

Schedule “F”
Lessee’s Additional Work
1)  
Perform, or cause to be performed, any work and pay, or cause to be paid, any amount required by the Village of Sleepy Hollow to be performed or paid in connection with the Village of Sleepy Hollow’s issuance of a Certificate of Occupancy for SS#11827 (215 N Broadway, Tarrytown, NY).
 
2)  
Obtain, or cause to be obtained, all licenses and permits necessary for the use, occupancy or operation of the Premises, including all licenses and permits required to sell alcoholic beverages at the Premises.
 
3)  
Take, or cause to be taken, all actions required by any applicable governmental authority to be taken in connection with a change in ownership of the Premises.

 


 

Exhibit “A”
Title Insurance Policies
To Be Completed Upon Receipt of Title Insurance Policies

 


 

Exhibit “B”
Form of Guaranty
CONTINUING GUARANTY
Dated January 13, 2011
     In consideration of, and as a material inducement for, the execution and delivery by GTY NY LEASING, INC., a Delaware corporation (“Lessor”), of (i) the Unitary N et Lease Agreement, dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the “Lease”), between Lessor, as lessor, and CPD NY ENERGY, INC., a New York corporation (“Lessee”), as lessee, for certain properties located in the State of New York and more particularly described in the Lease (collectively, the “Premises”), and (ii) the Agreement, dated of even date hereof (as the same may be amended, modified or supplemented from time to time, the “Roadmap Agreement” and, together with the Lease, the “Lease Documents”) between Lessor, on the one hand and Lessee and CPD Properties NY, LLC, a New York limited liability company (“CPDNY” and, together with Lessee, the “Lessee Parties”), and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned, each with an address at 536 Main Street, New Paltz, New York 12561 (hereinafter collectively referred to, jointly and severally, as “Guarantors”), do hereby, on behalf of themselves and their respective successors and assigns, unconditionally and absolutely guarantee to Lessor and its successors and assigns the prompt and full performance of, and compliance with, any and all of the covenants, agreements, promises and other obligations of the Lessee Parties set forth in the Lease Documents, including, but not limited to, the prompt and full payment of all amounts payable by Lessee under the Lease (collectively, the “Guaranteed Obligations”), without requiring any notice of non-payment, non-performance, non-observance, or non-compliance, or proof, notice, or demand whereby to charge Guarantors therefor, all of which Guarantors hereby expressly waive, and Guarantors hereby further expressly covenant and agree that neither the obligation nor the liability of Guarantors hereunder shall in anyway be terminated or otherwise affected, modified or impaired by reason of Lessor’s assertion against any Lessee Party of, or Lessor’s failure to assert against any Lessee Party, any of the rights or remedies available to Lessor pursuant to any of the Lease Documents or allowed at law or in equity.
     1. The Guaranteed Obligations and Guarantors’ obligations and liabilities under this Continuing Guaranty (this “Guaranty”) shall include, but not be limited to, the payment of all Rent (as defined in the Lease) and all other obligations and liabilities of Lessee under the Lease, including (without limitation) Lessee’s obligations in respect of environmental conditions at the Premises and all liabilities arising therefrom (including, without limitation, all attorneys’ fees and disbursements and all litigation costs and expenses incurred or payable by Lessor or for which Lessor may be responsible or liable), or within ten (10) business days after Lessor’s written demand therefor, of all reasonable attorneys’ fees and disbursements and all litigation costs and expenses incurred or paid by Lessor in connection with the enforcement of this Guaranty.
     2. This Guaranty is an absolute and unconditional guaranty of payment and performance (and not of collection). Guarantors acknowledge that this Guaranty and Guarantors’ obligations and liabilities under this Guaranty are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guaranty and the obligations and liabilities of Guarantors under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, any Lessee Party) relating to this Guaranty or the obligations or liabilities of Guarantors hereunder or otherwise with respect to any Lease Document or to

 


 

any Lessee Party. Guarantors hereby absolutely, unconditionally and irrevocably waive any and all rights any Guarantors may have to assert any defense, set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations or liabilities of Guarantors under this Guaranty or the obligations or liabilities of any other person or entity (including, without limitation, any Lessee Party) relating to this Guaranty or the obligations or liabilities of Guarantors under this Guaranty or otherwise with respect to the Lease, in any action or proceeding brought by the holder hereof to enforce the obligations or liabilities of Guarantors under this Guaranty. This Guaranty sets forth the entire agreement and understanding of Lessor and Guarantors with respect to the matters described herein and Guarantors acknowledge that no oral or other agreements, understandings, representations or warranties exist with respect to this Guaranty or with respect to the obligations or liabilities of Guarantors under this Guaranty.
     3. Guarantors hereby covenant and agree to and with Lessor and its successors and assigns that Guarantors may be joined in any action by or against any Lessee Party in connection with any Lease Document, and that recovery may be had against Guarantors in such action or in any independent action against Guarantors without Lessor or its successors or assigns first pursuing or exhausting any remedy or claim against any Lessee Party or its heirs, executors, administrators, successors or assigns or any other remedy or claim under any other security for, or guaranty of, the obligations or liabilities of any Lessee Party under the Lease Document.
     4. This Guaranty shall be a continuing guaranty, and shall survive the expiration of the term of any Lease Document or the sooner termination of any Lease Document. Guarantors further covenant and agree that this Guaranty shall not be affected or impaired by, and shall remain and continue in full force and effect as to, any renewal, amendment, modification or extension of any of any Lease Document and as to any assignment of any Lease Document or any interest therein, or the subletting of all or portions of the Premises, and shall cover, apply to and incorporate all of the terms, covenants, conditions and other obligations of all such renewals, amendments, modifications, extensions, assignments and sublettings (without need of any notice or consent of Guarantors thereto) regardless of who occupies the Premises or whether or not any portion of the Premises is occupied.
     5. Additionally, Guarantors further covenant and agree that this Guaranty shall not be affected or impaired by, and shall continue in full force and effect notwithstanding (i) the enforceability or unenforceability of any provision of any Lease Document or any such renewal, amendment, modification, extension thereof, or any assignment of any Lease Document or any interest therein, or sublease of all or any portion of the Premises, (ii) any extension of time that may be granted to any Lessee Party or its successors or assigns, (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement or readjustment of, or other similar proceeding affecting any Lessee Party or any Guarantor or any of its or their assets or the disaffirmance, rejection or postponement in any such proceeding of any of Lessee Party’s obligations or undertakings set forth in any Lease Document, or Guarantors’ obligations under this Guaranty, (iv) the merger or consolidation of any Lessee Party with any corporation, or the sale, divesture or other disposition of any or all of the interest of Guarantors in any Lessee Party or any entity controlling, controlled by or under common control with any Lessee Party, or of any interest of any Lessee Party or such controlling entity in Guarantors (unless such transfer is approved by Lessor in accordance with the terms and conditions of the Lease Documents), (v) any modification, reduction or other limitation of the Guaranteed Obligations that may occur pursuant to any bankruptcy, insolvency, or similar proceeding affecting any Lessee Party, or (vi) any event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, indemnitor or surety under the laws of the State of New York or the U.S. federal government. Without limiting the provisions of clause (v) above, this Guaranty shall be determined, measured and calculated without taking into account any of the

 


 

modifications, reductions or other limitations of the Guaranteed Obligations described in clause (v) above. Guarantors’ obligations and liability under this Guaranty for the Guaranteed Obligations shall be determined as if no such modification, reduction or limitation had occurred, and accordingly, Guarantors’ obligations and liabilities under this Guaranty may exceed Lessee Parties’ obligations and liabilities under the Lease Documents. For purposes hereof, “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such corporation or other entity whether through the ownership of voting securities, by contract or otherwise.
     6. Guarantors warrant and represent that they are the sole owner of a majority of the membership interests, capital stock and/or equity interests of, and control, each Lessee Party. The obligations of the Guarantors under this Guaranty may not be assigned by Guarantors.
     7. All of Lessor’s rights and remedies under the Lease Documents and/or under this Guaranty are intended to be distinct, separate and cumulative and no such right or remedy therein or herein mentioned, whether exercised by Lessor or not, is intended to be in exclusion or a waiver of any of the others. This Guaranty cannot be modified, waived or terminated unless such modification, waiver or termination is in writing, signed by Lessor.
     8. Neither the obligations nor the liabilities of Guarantors hereunder shall be released, reduced, diminished, offset or otherwise affected by the existence of, or Lessor’s receipt, application, use, retention or release of, any security given for the performance, observance and compliance with any of the terms, covenants, conditions or other obligations required to be performed, observed or complied with by any Lessee Party under any Lease Document, and for the purposes of Guarantors’ obligations and liabilities under this Guaranty, Lessor shall be deemed not to be holding any security under any Lease Document and not to have applied, used or retained any security deposit. No failure or delay on the part of Lessor in exercising any right, power or privilege under this Guaranty shall operate as a waiver of or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
     9. No payment by Guarantors pursuant to any provision hereof shall entitle Guarantors, by subrogation or otherwise, to the rights of Lessor to any payment by any Lessee Party or out of the property of any Lessee Party, and Guarantors hereby waive such subrogation, except after payment in full of all sums owing by the Lessee Parties to Lessor under the Lease Documents.
     10. (a) This Guaranty is being delivered in the State of New York, and the respective rights and obligations of Lessor and as a further material inducement to Lessor to enter into the Lease, the Guarantors hereunder shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of New York, applicable to contracts made and to be performed entirely within said State, without reference to choice or conflict of laws, principles or provisions which might be otherwise applicable. Guarantors consent to service of process by Lessor in any action, suit or other proceeding in any court of record of the State of New York or a United States District Court located in the State of New York to enforce any or all liabilities of the Guarantors hereunder, by service of any summons, complaint, writ, judgment or other legal process or notice upon the Guarantors upon Ahmed Jamal who is hereby irrevocably designated, appointed and empowered by the Guarantors as their agent to receive and accept on its behalf service of summons, complaint or such other process in any action or legal proceeding. Guarantors (i) agree that such service shall be deemed in every respect effective service of process upon Guarantors in any such suit, action or proceeding, (ii) agree that such service shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to Guarantors, and (iii) waive the benefits of any other service of process regulations, laws or conventions to the fullest extent that it is legally able to do so.

 


 

          (b) Guarantors hereby irrevocably submit and consent to the jurisdiction of any court of record of the State of New York or a United States District Court located in the State of New York over the person of the Guarantors and the Guarantors hereby waive any claim that any such court is an inconvenient forum and any objection to the laying of venue in any such court. Guarantors hereby represent and warrant that the Guarantors are not entitled to claim sovereign or diplomatic immunity as to its person or assets and hereby waives and expressly disclaims any such immunities. In any action, suit or proceeding arising out of or in connection with this Guaranty, the prevailing party shall be entitled to all reasonable attorneys’ fees, court costs and other out-of-pocket costs and disbursements incurred in such action, suit or proceeding. Guarantors hereby waive trial by jury.
          (c) The foregoing notwithstanding, Guarantors agree that nothing in this Guaranty shall affect or limit service of process in any manner permitted by law, or limit any right to bring proceedings against Guarantors in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
     11. Guarantors represent and warrant to Lessor as follows:
          (a) No Guarantor is in material default under the terms, covenants or conditions of any agreement to which it is a party or by which it is bound, such as would materially and adversely affect such Guarantor’s ability to carry out the terms, covenants and conditions of this Guaranty.
          (b) Each Guarantor has the full power, authority and legal right to execute and deliver, and to perform and observe the provisions of, this Guaranty, including the payment of all moneys hereunder, and any and all financial information (oral or written) which such Guarantor has supplied, or caused to be supplied, to Lessor is complete, true and accurate as of the date supplied. This Guaranty constitutes the legal, valid and binding obligation of each Guarantor and is enforceable in accordance with its terms.
          (c) No Guarantor is in violation of any decree, ruling, judgment, order or injunction applicable to it, or any law, ordinance, rule or regulation of whatever nature which taken alone or in the aggregate, would materially and adversely affect such Guarantor’s ability to carry out any of the terms, covenants and conditions of this Guaranty. There are no actions, proceedings or investigations pending or to the actual knowledge of any Guarantor, threatened in writing against or affecting any Guarantor (or any basis therefor known to any Guarantor) before or by any court, arbitrator, administrative agency or other governmental authority or entity, which, taken alone or in the aggregate, if adversely decided, would materially and adversely affect any Guarantor’s ability to carry out any of the terms, covenants and conditions of this Guaranty.
          (d) No authorization, approval, consent or permission (governmental or otherwise) of any court, agency, commission or other authority or entity is required for the due execution, delivery, performance or observance by any Guarantor of this Guaranty or for the payment of any sums hereunder. Each Guarantor agrees that if any such authorization, approval, consent, filing or permission shall be required in the future in order to permit or effect performance of the obligations of such Guarantor under this Guaranty, such Guarantor promptly shall inform Lessor or any of its successors or assigns and shall obtain such authorization, approval, consent, filing or permission.
          (e) Neither the execution or delivery of this Guaranty, nor the consummation of the transactions herein contemplated, nor the observance, performance or compliance with the terms, covenants or conditions hereof, conflict or will conflict with, or result in a breach of, any agreement or instrument to which any Guarantor is a party or by which it is bound, or constitutes or will constitute a default thereunder.

 


 

          (f) The financial statements furnished to Lessor for the Guarantors fairly present the respective financial condition of the Guarantors as of such dates in accordance with generally accepted accounting principles, consistently applied or in accordance with international financial reporting standards, and since the date of each of such financial statements, there has been no material adverse change in such condition. For purposes of this paragraph, the term “material adverse change” shall mean a reduction, by more than 10%, in the Guarantors’ (i) net worth as reflected (or would be reflected) on the balance sheet of such entity for such prior quarter or prior calendar year, as the case may be, or (ii) revenues as reflected (or would be reflected) on the statement of revenue and expenses of such entity for such prior quarter or prior calendar year, as the case may be.
     12. Guarantors agrees that Guarantors will, at any time and from time to time, within ten (10) days after Lessor’s request therefor (but not more often than once each calendar quarter) and, additionally, within 60 days after the end of each calendar year, during the term of the Lease, execute, acknowledge and deliver to Lessor a statement (the “Guarantors Certificate”) certifying (a) that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that this Guaranty is in full force and effect as modified and stating such modifications), (b) to Guarantors’ knowledge whether or not there are any existing claims, counterclaims, set-offs or defenses against the enforcement of any of the agreements, terms, covenants or conditions of this Guaranty, and (c) that each of the representations of Guarantors, as set forth above (excluding the representations in Section 11(f) above), are true and correct as of the date of such certificate, as if made on and as of such date. Guarantors agree that the Guarantors Certificate may be relied on by anyone holding or proposing to acquire any interest in the Premises or providing credit to Lessor or by any mortgagee or prospective mortgagee, or lessee or prospective lessee, of the Premises or of any interest therein.
     13. For purposes hereof, Guarantors shall be deemed to have breached Guarantors’ obligations under this Guaranty and be in default hereunder in the event that any of the following events (each, a “Default”) shall occur:
          (a) Guarantors’ failure to make any payment to Lessor of the Guaranteed Obligations and/or any other amount to be paid by Guarantors under this Guaranty;
          (b) Guarantors’ failure to deliver the Guarantors Certificate timely in accordance with the provisions of this Guaranty and such failure continues for a period of ten (10) days after written notice thereof from Lessor to Guarantors;
          (c) Any of the representations of any Guarantor shall be untrue when made in any material respect, or (except with respect to the representations in Section 11(f)) shall become untrue in any material respect after the date hereof (as if made on such later date); provided, however, that if the breach of such representation or warranty is capable of being cured by any Guarantor, and if a Guarantor cures such breach within thirty (30) days after written notice thereof from Lessor, then no Event of Default shall be deemed to have occurred;
          (d) Any Guarantor, or any entity with which any Guarantor consolidates for financial reporting purposes, makes an assignment for the benefit of creditors or petitions or applies to any court for the appointment of a trustee or receiver for itself or for any part of its assets, or commences any proceedings under any bankruptcy, insolvency, readjustment of debt or reorganization statute or law of any jurisdiction, whether now or hereafter in effect; or if any such petition or application is filed or any such proceedings are commenced, and such entity by any act approves thereof, consents thereto or acquiesces therein; or an order is entered appointing any such trustee or receiver, or adjudicating such entity bankrupt or insolvent, or approving the petition in any such proceeding, or if any petition or application for any such proceeding or for the appointment of a trustee or receiver is filed by any third

 


 

party against any Guarantor or any entity with which any Guarantor consolidates for financial reporting purposes or their respective assets or any portion thereof, and any of the aforesaid proceedings is not dismissed within sixty (60) days of its filing; or
          (e) Any Guarantor shall fail to perform any of its obligations hereunder (not specifically listed in items (a) or (b) of this Section 13 above) timely in accordance with the provisions of this Guaranty and such failure continues for a period of thirty (30) days after written notice thereof from Lessor.
     A Default by Guarantors under this Guaranty shall be deemed to constitute a default by Lessee under the Lease.
     14. It is a condition of the granting, execution and delivery of the Lease Documents by Lessor that Guarantors execute and deliver this Guaranty, and Guarantors acknowledge that Guarantors are receiving consideration from the Lessee Parties and are executing and delivering this Guaranty in consideration thereof.
     15. If Lessor is obligated by any bankruptcy or other law to repay to any Lessee Party or any Guarantor or to any trustee, receiver or other representative of any of them, any amounts previously paid, then this Guaranty shall be reinstated in the amount of such repayment. Lessor shall not be required to litigate or otherwise dispute its obligations to make such repayments if it is in good faith and on the advice of counsel believes that such obligation exists.
     16. Intentionally Omitted.
     17. Financial Statements and Reports. Each Guarantor shall furnish or cause to be furnished to Lessor from time to time the following financial statements and reports and other information:
     Section 1.1. (a) Within ninety (90) days of the end of each calendar year, each Guarantor shall furnish to Lessor an annual financial statement of such Guarantor, certified by such Guarantor. Such financial statement shall include a balance sheet, an income statement, liquidity statement, cash flow statement, a statement of all contingent liabilities, a list of all real estate owned (detailing, if applicable, the following: property address, type of property, appraised value, name of mortgagee, amount of mortgage, net operating income, cash flow, debt, debt service, and debt maturities) and to be supplemented by such detail and supporting data and schedules as Lessor may from time to time reasonably determine;
     Section 1.2. (b) Concurrently with the filing thereof but in no event later than October 15 of each fiscal year, copies as signed of all Federal and state income tax returns for the previous year; and
          (c) Such other financial information and documentation as may be reasonably requested by Lessor.
     Section 1.3. Submission of any financial statement, tax return or other document by any Guarantor in the future pursuant to this Section 17 shall constitute a representation and warranty from Guarantors to Lessor that such statement, return or other document is true, accurate and complete in all material respects and fairly presents such Guarantor’s financial condition as of the dates thereof.

 


 

     18. Miscellaneous.
          (a) No Waiver; Remedies Cumulative. No failure or delay on the part of Lessor to exercise any right, power or privilege under this Guaranty, and no course of dealing between Lessor, the Lessee Parties and Guarantors shall impair such right, power or privilege or operate as a waiver of any default or an acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative to, and not exclusive of, any rights or remedies, which Lessor would otherwise have under any other document or at law or in equity. No notice to or demand on the in any case shall entitle Guarantors to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Lessor to any other or further action in any circumstances without notice or demand.
          (b) Modifications in Writing. No modification, change, waiver or amendment of this Guaranty shall be deemed to be made unless in writing signed by Lessor and Guarantors’ Representative.
          (c) Transferability. Guarantors may not assign their rights, duties or obligations under this Guaranty to any person or entity without the prior written consent of Lessor, which may be granted or withheld in Lessor’s sole discretion.
          (d) Successors and Assigns. The covenants, terms, and conditions of this Guaranty shall be binding upon the permitted successors and assigns of Guarantors and shall inure to the benefit of Lessor and its successors and assigns (i.e., any successor or assignee of Lessor that holds an interest in any Lease Document).
          (e) Time of the Essence. Time is of the essence with regard to the payment of any amounts due hereunder and the performance of the covenants, terms, and conditions hereof.
          (f) Severability. Every provision of this Guaranty is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. The invalidity, illegality or unenforceability of any provision of this Guaranty shall not affect or impair the validity, legality or enforceability of any other provision.
          (g) Captions. The captions herein set forth are for convenience only and shall not be deemed to define, limit, or describe the scope or intent of this Guaranty.
          (h) Construction. Guarantors acknowledge and agree that they have been represented by separate legal counsel in connection with all aspects of the transactions contemplated hereunder including, without limitation, the drafting, negotiation and preparation of this Guaranty. This Guaranty has been prepared by both Lessor and Guarantors and shall not be construed as if it had been prepared only by Lessor or Guarantors, but rather as if Lessor and Guarantors had prepared this Guaranty collectively.
          (i) Joint and Several Liability. Notwithstanding anything to the contrary contained herein, the representations, warranties, covenants and agreements made by Guarantors herein, and the liability of Guarantors hereunder, are joint and several.
          (j) Counterparts. This Guaranty may be executed for the convenience of the parties in several counterparts, which are in all respects similar and each of which is to be deemed to complete in

 


 

and of itself, and any one of which may be introduced in evidence or used for any other purpose without the production of the other counterparts thereof.
          (k) Guarantors’ Representative.
          (a) (i) Guarantors hereby irrevocably constitute and appoint Ahmed Jamal as their true and lawful attorney-in-fact and agent (the “Guarantors’ Representative”) with full power of substitution to: (A) do and perform each and every act and thing necessary and requisite to be done on Guarantors’ behalf to consummate the transactions contemplated by this Guaranty and the other Lease; (B) accept on behalf of Guarantors service of process and any notices required to be served on Guarantors; (C) execute on behalf of Guarantors any amendment or waiver to this Guaranty or any other Lease; and (D) take all actions to be taken by the Guarantors under this Guaranty or the Lease.
          (b) (ii) Guarantors hereby agree that: (A) in all matters in which action by the Guarantors is required or permitted, the Guarantors’ Representative is authorized to act on behalf of Guarantors, notwithstanding any dispute or disagreement among any of the Guarantors, and Lessor shall be entitled to rely on any and all action taken by the Guarantors’ Representative under this Agreement or the Lease without any liability to, or obligation to inquire of, any Guarantor, notwithstanding any knowledge on the part of Lessor of any such dispute or disagreement; (B) notice to the Guarantors’ Representative, delivered in the manner provided in Section 31 of the Lease, and to the address of the Lessee set forth in Section 31 of the Lease, shall be deemed to be notice to the Guarantors’ Representative and each Guarantor; (C) the power and authority of the Guarantors’ Representative, as described in this Guaranty, shall continue in full force until all rights and obligations of Guarantors under this Guaranty shall have terminated, expired or been fully performed.
          (c) (iii) Guarantors agree that, notwithstanding the foregoing, at the request of Lessor, Guarantor shall take all actions necessary or appropriate to consummate the transaction contemplated hereby individually on Guarantor’s own behalf, and delivery of each and every document required of each such Guarantor pursuant to the terms hereof.
     19. Release of Principals.
          (a) For the purposes of this Guaranty:
               (i) the term “Lease Default” shall mean either an Event of Default (as defined in the Lease), any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (as defined in the Lease), a Default (as defined in Section 13 above) or any event which, with the giving of notice or the passage of time, or both, would constitute a Default (as defined in Section 13 above).
               (ii) the term “Loan” shall mean that certain loan, in the original principal amount of [***] from Lessor to Lessee made on or about the date hereof;
               (iii) the term “Loan Agreement” shall mean that certain Loan Agreement, dated as of the date hereof, by and between Lessor, as lender, and Lessee, as borrower, evidencing the Loan, as the same may be amended, modified or supplemented from time to time;
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

 


 

               (iv) the term “Loan Default” shall mean an Event of Default (as defined in the Loan Documents) or any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (as defined in the Loan Documents);
               (v) the term “Loan Documents” shall have the meaning set forth in the Loan Agreement;
               (vi) the term “Loan Obligations” shall mean the “Obligations” (as defined in the Loan Agreement);
               (vii) the term “Principals” shall mean Ahmed Jamal, Salah AlJamal, Saleh ElJamal and Khalil ElJamal;
               (viii) the term “Release Date” shall mean the later to occur of (A) five (5) years after the date of execution of this Guaranty, and (B) the date upon which all amounts due and owning under the Loan Documents (including, but not limited to, the Principal Balance (as defined in the Loan Documents), accrued but unpaid interest and fees payable to the Lender (as defined in the Loan Documents)) have repaid in full and all other Obligations have been fully satisfied (the date described in this subsection (B), the “Satisfaction Date”); provided, however, that if a Trigger Event has occurred prior to the later of the dates described in subsections (A) and (B) above, then the Release Date shall mean the later to occur of (x) ten (10) years after the date of execution of this Guaranty, and (y) five (5) years after the Satisfaction Date; and (ix) the term “Trigger Event” shall mean the occurrence of two or more of the following events, in any combination, in any twelve (12) month period prior: (A) an Event of Default (as defined in the Loan Documents), (B) an Event of Default (as defined in the Lease), or (C) a Default (as defined in Section 13 above).
          (b) Effective as of the Release Date, the Principals shall be released from any further liability or obligation under this Guaranty; provided, however that if a Lease Default or a Loan Default exists on the Release Date, then the Principals shall not be so released unless and until Lessee or Guarantors cure such Lease Default or Loan Default (and the Release Date, as defined in subsection (a)(viii) above, shall be extended until all such Lease Defaults and Loan Defaults have been cured).
     IN WITNESS WHEREOF, Guarantors have executed this Guaranty under seal as of the date first above written.
         
 
  /s/ Ahmed Jamal     
 
 
 
Ahmed Jamal
   
 
       
 
  /s/ Salah AlJamal     
 
 
 
Salah AlJamal
   
 
       
 
  /s/ Saleh ElJamal     
 
 
 
Saleh ElJamal
   
 
       
 
  /s/ Khalil ElJamal     
 
 
 
Khalil ElJamal
   

 


 

                 
    CPD Properties NY, LLC    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
`   Chestnut Marts, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Dolson, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Fishkill, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Highland, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Montgomery, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Newburgh, Inc.    
 
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   

 


 

                 
    CM of Norwalk, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Pleasant Valley, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Greenburgh Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Hyde Park Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    LaGrange Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Middletown Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Milan Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   

 


 

                 
    Monroe Food Mart 123, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Yorktown Food Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CPD Energy Corp.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    NY1MS, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    NJMS, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Petropreneur Brothers, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Chestnut Rite Stop, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   

 


 

                 
    Chestnut Star Mart, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of Gardiner, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    Super Pumper, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CM of POK, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CPD Properties, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
    Chestnut Service Center, Inc.    
 
               
 
  By:   /s/ Violet K. Jamal     
             
 
      Name:   Violet K. Jamal     
 
         
 
   
 
      Title:   Vice President     
 
         
 
   
 
               
    CPD Group Management Corp.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   

 


 

                 
    Chestnut Petroleum Dist, Inc.    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   
 
               
    CPD Parent Properties, LLC    
 
               
 
  By:   /s/ Saleh ElJamal     
             
 
      Name:   Saleh ElJamal     
 
         
 
   
 
      Title:   Treasurer     
 
         
 
   

 


 

Exhibit “C”
Form of Letter of Credit
See Attached

 


 

M and T Bank
Trade Finance Operations
1800 Washington Boulevard 8th Floor, MC-MD1-MP37
Baltimore, MD 21230
Tel: Letters of Credit: (410) 244-4475 / 4587
Tel: Collections: (410) 244-4566
SWIFT: MANTUS33INT
Irrevocable
Standby Letter of Credit No.
SB1325030001
     
Beneficiary:
  Applicant:
GTY NY LEASING, INC.
  CHESTNUT PETROLEUM DIST., INC.
125 JERICHO TURNPIKE, SUITE 103
  536 MAIN STREET
JERICHO, NY 11753, United States
  NEW PALTZ, NY 12561 United States
 
   
Date of Issue:
  Date and Place of Expiry:
January 13, 2011
  January 13, 2012 AT ISSUING BANK’S COUNTERS
[***]
ATTENTION: CREDIT DEPARTMENT
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF GTY NY LEASING, INC. (“GTY”) FOR THE ACCOUNT OF CHESTNUT PETROLEUM DIST., INC. IN THE AMOUNT OF [***] DOLLARS AVAILABLE AT M AND T BANK BY PAYMENT AGAINST YOUR DRAFTS AT SIGHT TO BE ACCOMPANIED BY:
A SIGNED STATEMENT BY A REPRESENTATIVE OF GTY THAT “THE AMOUNT DRAWN UNDER THIS LETTER OF CREDIT REPRESENTS AN AMOUNT OWED TO GTY AND UNPAID BY CHESTNUT PETROLEUM DIST., INC.”
PARTIAL DRAWINGS PERMITTED.
THIS LETTER OF CREDIT SHALL EXPIRE ON JANUARY 13, 2012, PROVIDED, HOWEVER, THAT IT SHALL BE DEEMED AUTOMATICALLY RENEWED WITHOUT AMENDMENT FOR AN ADDITIONAL 365 DAYS FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE HEREOF, UNLESS 130 DAYS PRIOR TO ANY SUCH DATE, GTY SHALL HAVE RECEIVED NOTICE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR OVERNIGHT COURIER, THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD.
ALL DRAFTS DRAWN UNDER THIS LETTER OF CREDIT MUST SPECIFY PAYMENT INTO [***].
 
[***]  
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

Page 1 of 2


 

M & T BANK
IF OUR BUSINESS WOULD BE INTERRUPTED BY REASON OF ANY OCCURRENCE DESCRIBED IN ARTICLE 36 OF UCP 600 OR FOR ANY OTHER REASON, AND THIS CREDIT BY ITS TERMS WOULD EXPIRE DURING SUCH PERIOD OF INTERRUPTION, WE HAVE BEEN AUTHORIZED BY APPLICANT, AND WE AGREE, TO EXTEND THE EXPIRATION DATE OF THIS CREDIT FOR A PERIOD OF SEVEN BANKING DAYS FROM THE DATE OF RECEIPT BY BENEFICIARY OF WRITTEN NOTIFICATION FROM US (SENT BY CERTIFIED MAIL, REGISTERED MAIL, OR COMMERCIAL COURIER) THAT OUR NORMAL BUSINESS HAS BEEN RESUMED.
WE ENGAGE WITH YOU THAT DRAFTS DRAWN AND PRESENTED UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 600.
VERY TRULY YOURS,
     
 
PHYLLIS MALEKIANI
   
VICE PRESIDENT
   

Page 2 of 2


 

Exhibit “D”
Applicable Prime Leases
1)  
Lease Agreement dated June 20, 1959, by and between Mary Marotta Eurillo Revocable Living Trust, successor-in-interest to Dominick Eurillo and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation, f/k/a Socony Mobil Oil Company, Inc. and evidenced by a Memorandum of Lease dated August 10, 1959 and recorded in Liber 5959, Page 217, as modified by Amendment to Lease dated September 13, 1959, as further modified by Lease Renewal dated January 4, 1968, as further modified by Lease Amendment Agreement, dated March 11, 1983, as further modified by Lease Amendment Agreement dated August 24, 1987 and evidenced by a Memorandum of Lease dated December 28, 1987, as modified by Lease Modification Agreement dated February 11, 2009. (SS#17888)
 
2)  
Lease Agreement dated February 13, 1987 by and between Don Maur Development Corporation, successor-in-interest to John M. Sharts and ExxonMobil Oil Corporation, successor-in-interest to Mobil Oil Corporation and evidenced by a Memorandum of Lease dated January 7, 1988, as modified by Lease Modification Agreement dated March 3, 2009. (SS#17888)
 
3)  
Access Agreement and Lease of Use of State-Owned Property dated June 23, 1992 by and between New York State Department of Transportation and ExxonMobil Oil Corporation, successor-in-interest to Mobil Oil Corporation. (SS#16126)
 
4)  
Lease Agreement dated 1992 by and between Maxso Realty Inc. and ExxonMobil Oil Corporation, successor-in-interest to Mobil Oil Corporation and evidenced by a Memorandum of Lease dated November 4, 1992 and recorded April 1, 2993 at Liber 10546, Page 225, as modified by Lease Modification Agreement dated July 12, 2010. (SS#11741)
 
5)  
Lease Agreement dated May 14, 1963 by and between Yorktown Associates Company, successor-in-interest to Rochelle Securities Corp., successor in title to Map Realty Associates, successor in title to Triangle Shopping Centers, Inc. and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation, f/k/a Socony Mobil Oil Company, Inc., as modified by Modification Agreement, dated August 20, 1963, as further modified by Modification Agreement, dated December 23, 1963, as evidenced by Memorandum of Lease and Starter Agreement dated December 24, 1963 and recorded October 17, 1968 in Liber 6815, Page 158, as further modified by Modification and Extension of Sublease dated November 18, 1985, as further modified by Sublease Modification Agreement dated November 19, 1998. (SS#11613)
 
6)  
Lease Agreement dated May 4, 1992 by and between Silver Bell Company, Limited Partnership, successor-in-interest to Silver Bell Company and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by a Memorandum of Lease dated April 19, 1993 and recorded July 19, 1993 as Liber 10624, Page 65, as modified by Lease Modification Agreement dated March 9, 2010. (SS#11603)
 
7)  
Lease Agreement dated January 28, 1980 by and between Jack Hilbert and Hella Hilbert, as evidenced by a Memorandum of Lease, dated February 25, 1980 and recorded in Liber 7618, Page 719. (SS#11540)
 
8)  
Lease Agreement dated April 27, 1966 by and between Bow Ridge Associates, LLC, as successor in title to Bow Ridge Associates, as successor in title to Jacob Abramson, Richard S. Abramson, Diane R. Abramson, Daniel H. Abramson, and Debra M. Lewis, as tenants in common, as

 


 

   
successors in title to Bowridge, Inc. and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by a Memorandum of Lease dated December 20, 1966 and recorded in Liber 6682, Page 669, as modified by Lease Amendment dated December 6, 1966, as affected by Lease Renewal Agreement dated June 12, 1986 and evidenced by a Memorandum of Lease Renewal dated May 14, 1987 and recorded in Liber 8931, Page 304, as further modified by Lease Amendment dated February 28, 1996, as further modified by Lease Modification Agreement dated September 1996. (SS#10714)
 
9)  
Lease Agreement dated May 10, 1998 by and between Fleetwood Properties, LLC, successor-in-interest to Samuel S. Allar, as Trustee under Will of Harry Allar, deceased and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by a Memorandum of Lease, dated August 25, 1990 and recorded September 28, 1990 in Liber 9899, Page 295, as modified by Lease Modification Agreement dated October 22, 2008 and evidenced by a Memorandum of Lease Modification dated October 22, 2008 and recorded on January 26, 2009 as Control No. 490160296. (SS#10684)
 
10)  
Lease Agreement dated July 13, 1987 by and between M. Dorothy Fitzgerald and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by Memorandum of Lease dated February 17, 1993 and recorded on April 2, 1993 in Liber 1192, Page 179, as modified by L ease Modification Agreement dated October 7, 1996, as further modified by Lease Modification Agreement dated October 14, 2009 and evidenced by Memorandum of Lease Modification dated October 14, 2009. (SS#10241)
 
11)  
Lease Agreement dated February 17, 1999 by and between Florence C. Petrosino and Vincent S. Petrosino, as Trustees of Survivor’s Trust A, a division of the Vincent & Florence Petrosino Trust created November 8, 1996, Albert G. Petrosino and Louis J. Petrosino and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by a Memorandum of Lease, dated February 17, 1999 and recorded on June 13, 2000 under Control No. 401600114, as modified by Ratification and Modification of Lease Agreement dated May 10, 2005, as affected by that Letter, dated January 8, 2008, as further modified by Lease Modification Agreement dated June 30, 2010 and evidenced by Memorandum of Lease Modification dated June 30, 2010. (SS#10345)
 
12)  
Lease Agreement dated August 29, 1991 by and between John J. Lease, Jr. and Richard F. Lease and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by a Memorandum of Lease dated August 28, 1991, as modified by Lease Modification Agreement dated March 15, 1999, as assigned by Assignment of Lease dated May 8, 2000 by and between Lease and Mobil LLC, as affected by that Letter dated May 26, 2005. (SS#10885)
 
13)  
Lease Agreement dated March 5, 1999 by and between John J. Lease, Jr. and Richard F. Lease and ExxonMobil Oil Corporation. (SS#10885)
 
14)  
Lease Agreement dated March 19, 1957 by and between Richard Finnerman, Samuel Finnerman and Walter Finnerman, d/b/a Crimswal Realty Company, successor in title to Crimswal Realty Corp. and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation, f/k/a Socony Mobil Oil Company, Inc., and recorded on May 2, 1957 in Liber 943 Page 42, as affected by Agreement dated June 4, 1981 and recorded on August 26, 1981 in Liber 1564 Page 527, as further affected by Agreement dated August 13, 1986, as evidenced by a Memorandum of Lease recorded on October 21, 1987 in Liber 1771, Page 514, as modified by Lease Modification Agreement dated October 2, 1996. (SS#11796)

 


 

15)  
Lease Agreement dated March 16, 1992 by and between Helen Kane and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation and evidenced by Memorandum of Lease dated Mary 16, 1992 and recorded on January 20, 1993 in Liber 1184, Page 87, as modified by Lease Modification Agreement dated May 12, 2008, as further modified by Lease Modification Agreement dated May 13, 2009 and evidenced by Memorandum of Lease Modification dated May 13, 2009 and recorded on July 28, 2009 in Liber 1835 Page 20. (SS#13079)
 
16)  
Lease Agreement dated October 24, 1979 between Joel Markowitz, Scott Markowitz, Michele Reichert, Sylvia Markowitz Living Trust, and Isadore Markowitz Family LLC, as successors in title to the original signatories, as landlord, and ExxonMobil Oil Corporation, successor by merger to Mobil Oil Corporation, as tenant, as evidenced by a Memorandum of Lease recorded on January 21, 1980 in Liber 2155 Page 721, as modified by Lease Extension and Modification Agreement dated October 30, 1986 and recorded I n Liber 2725 Page 341. (SS#13088)

 

EX-31.I.1 3 c64627exv31wiw1.htm EX-31.I.1 exv31wiw1
EXHIBIT 31(i).1 Rule 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER
     I, Thomas J. Stirnweis, certify that:
     1. I have reviewed this Quarterly Report on Form 10-Q of Getty Realty Corp.;
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 12, 2011
         
BY:
  /s/ Thomas J. Stirnweis
 
  (Signature)
   
THOMAS J. STIRNWEIS    
 Vice President, Treasurer and    
  Chief Financial Officer    

 

EX-31.I.2 4 c64627exv31wiw2.htm EX-31.I.2 exv31wiw2
EXHIBIT 31(i).2 RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
     I, David Driscoll, certify that:
     1. I have reviewed this Quarterly Report on Form 10-Q of Getty Realty Corp.;
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 12, 2011
         
BY:
  /s/ David Driscoll
 
  (Signature)
   
DAVID DRISCOLL    
  President and Chief Executive Officer    

 

EX-32.1 5 c64627exv32w1.htm EX-32.1 exv32w1
EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
     Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:
     (i) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2011
         
BY:
  /s/ David Driscoll
 
  (Signature)
   
DAVID DRISCOLL    
  President and Chief Executive Officer    
A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

EX-32.2 6 c64627exv32w2.htm EX-32.2 exv32w2
EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER
     Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp.(the “Company”) hereby certifies, to such officer’s knowledge, that:
     (i) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2011
         
BY:
  /s/ Thomas J. Stirnweis
 
  (Signature)
   
THOMAS J. STIRNWEIS    
 Vice President, Treasurer and    
  Chief Financial Officer    
A signed original of this written statement required by Section 906 has been provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.